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EX-99.3 - EX-99.3 DIVIDEND - ADVANCED DRAINAGE SYSTEMS, INC.wms-ex993_35.htm
EX-99.2 - EX-99.2 PRESENTATION - ADVANCED DRAINAGE SYSTEMS, INC.wms-ex992_97.htm
8-K - 8-K - ADVANCED DRAINAGE SYSTEMS, INC.wms-8k_20170331.htm

Exhibit 99.1

ADVANCED DRAINAGE SYSTEMS ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2017 RESULTS

HILLIARD, Ohio – (May 25, 2017) – Advanced Drainage Systems, Inc. (NYSE: WMS) (“ADS” or the “Company”), a leading global manufacturer of water management products and solutions for commercial, residential, infrastructure and agricultural applications, today announced financial results for the fourth quarter and fiscal year ended March 31, 2017.

 

Fiscal Fourth Quarter 2017 Highlights

Net sales of $244.2 million compared to $245.4 million in prior year quarter

Net loss of $18.1 million compared to $11.1 million in prior year quarter

Adjusted EBITDA (Non-GAAP) of $12.6 million compared to $21.6 million in prior year quarter

 

Fiscal Year 2017 Highlights

Net sales of $1,257.3 million compared to $1,290.7 million in prior year

Net income of $35.9 million compared to $30.6 million in prior year

Adjusted EBITDA (Non-GAAP) of $193.4 million compared to $187.3 million in prior year

Cash flow from operating activities of $104.2 million compared to $135.3 million in prior year

Free cash flow (Non-GAAP) of $57.6 million compared to $90.4 million in prior year

Joe Chlapaty, Chairman and Chief Executive Officer of ADS commented, “In light of the challenging market environment, we were pleased with our overall performance during fiscal 2017. We continued our long track record of market conversion in our core construction markets, with sales in both non-residential and new residential construction growing 300 basis points above their respective markets. We also generated Adjusted EBITDA of over $193 million, within our updated guidance range, and had another strong year of favorable cash flow generation.”

Chlapaty continued, “As we enter fiscal 2018, we expect our strong performance in our core construction markets to continue, aided by improving sales in international coupled with a slower decline in Ag compared to the prior year. In addition, we will look to accelerate our growth through innovation, such as our recently launched HPXR 75 product line, as well as bolt-on acquisitions that complement our product suite and geographic footprint. Lastly, we are committed to improving our longer-term margin profile through performance improvement initiatives focused on operational and customer excellence. Overall, we feel very good about our position in the markets we serve and our ability to continue driving above-market growth and operating leverage over time.”

 

Fiscal Fourth Quarter 2017 Results compared to Fiscal Fourth Quarter 2016 Results


Net sales decreased 0.5% to $244.2 million, as compared to $245.4 million in the prior period. Domestic net sales increased 0.8% to $223.4 million as compared to $221.6 million in the prior period, driven by construction market demand and the impact of favorable weather conditions in certain geographies. International net sales decreased 12.7% to $20.8 million as compared to $23.8 million in the prior period.

 

Gross profit decreased 20.7% to $39.3 million, as compared to $49.5 million the prior period. As a percentage of net sales, gross profit decreased 410 basis points to 16.1% compared to 20.2% in the prior period, primarily due to the timing of absorption costs related to production and an increase in transportation costs.

 

General and administrative expenses increased 17.4% to $32.5 million, as compared to $27.7 million in the prior period. The increase in general and administrative expenses is primarily due to increases of $7.9 million in stock-based compensation, $2.3 million in professional fees and $1.7 million in executive termination payments compared to the prior period. These increases were partially offset by a $9.0 million decrease in restatement related costs compared to the prior period.

 

Adjusted EBITDA (Non-GAAP) decreased 41.9% to $12.6 million, as compared to $21.6 million in the prior period. As a percentage of net sales, Adjusted EBITDA decreased to 5.1% as compared to 8.8% in the prior period. The decrease in Adjusted EBITDA was largely attributed to the factors mentioned above.

 

Adjusted Loss Per Fully Converted Share (Non-GAAP) was $0.22 based on weighted average fully converted shares of 73.9 million, increased from $0.15 for the prior period on weighted average fully converted shares of 73.5 million.

 

1

 


 

A reconciliation of GAAP to Non-GAAP financial measures for Adjusted EBITDA, Free Cash Flow, Adjusted Earnings Per Diluted Share and Adjusted Loss Per Fully Converted has been provided in the financial statement tables included in this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”

 

Fiscal Year 2017 Results compared to Fiscal Year 2016 Results

 

Net sales decreased 2.6% to $1,257.3 million, as compared to $1,290.7 million in fiscal 2016. The decrease in net sales was primarily due to continued softness in the agriculture market and Mexico, which offset 3% growth in domestic construction markets compared to fiscal 2016.

 

Gross profit increased 3.7% to $295.8 million, as compared to $285.4 million in fiscal 2016. As a percentage of net sales, gross profit increased 140 basis points to 23.5%, compared to 22.1% in fiscal 2016. The increase in gross margin is primarily due to disciplined pricing and a favorable cost environment.

 

General and administrative expenses increased 19.9% to $111.0 million, as compared to $92.5 million in fiscal 2016. The increase in general and administrative expenses is primarily due to increases of $13.1 million in stock-based compensation, $5.1 million in professional fees and $4.3 million in salaries and benefits compared to fiscal 2016. These increases were partially offset by a $4.0 million decrease in restatement related costs compared to fiscal 2016.

 

Adjusted EBITDA (Non-GAAP) increased 3.2% to $193.4 million, as compared to $187.3 million in fiscal 2016. As a percentage of net sales, Adjusted EBITDA increased to 15.4%, as compared to 14.5% in fiscal 2016. The increase in Adjusted EBITDA was largely attributed to the same factors mentioned above.

 

Adjusted Earnings Per Fully Converted Share (Non-GAAP) was $0.58 based on weighted average fully converted shares of 73.9 million, increased from $0.48 for fiscal 2016 on weighted average fully converted shares of 73.5 million.

 

The Company recorded net cash provided by operating activities of $104.2 million, as compared to $135.3 million for fiscal 2016. Net debt (total debt and capital lease obligations net of cash) was $422.3 million as of March 31, 2017, an increase of $4.8 million from March 31, 2016.

 

Fiscal Year 2018 Outlook

 

Based on current visibility, backlog of existing orders and business trends, the Company provided its financial targets for fiscal 2018. Net sales for fiscal year 2018 are expected to be in the range of $1.275 billion to $1.325 billion, while the outlook for Adjusted EBITDA (Non-GAAP) is expected to be in the range of $200 and $220 million for fiscal year 2018. Capital expenditures are expected to be approximately $55 to $60 million.

 

Scott Cottrill, Executive Vice President and Chief Financial Officer of ADS, commented, “Our guidance for fiscal 2018 reflects anticipated domestic construction end market growth in the low to mid-single digits and a low to mid-single digit decline in the agriculture market. In addition, international markets are expected to generate low-single digit growth.”

 

Webcast Information

 

The Company will host an investor conference call and webcast on Thursday, May 25, 2017 at 10:00 a.m. Eastern Time. The live call can be accessed by dialing 1-866-450-8367 (US toll-free) or 1-412-317-5465 (international) and asking to be connected to the Advanced Drainage Systems, Inc. call. The live webcast will also be accessible via the "Events Calendar” section of the Company’s Investor Relations website, www.investors.ads-pipe.com. An archived version of the webcast will be available for 90 days following the call.

 

About the Company

 

Advanced Drainage Systems is the leading manufacturer of high performance thermoplastic corrugated pipe, providing a comprehensive suite of water management products and superior drainage solutions for use in the construction and infrastructure marketplace. Its innovative products are used across a broad range of end markets and applications, including non-residential, residential, agriculture and infrastructure applications. The Company has established a leading position in many of these end markets by leveraging its national sales and distribution platform, its overall product breadth and scale and its manufacturing excellence. Founded in 1966, the Company operates a global network of approximately 60 manufacturing plants and over 30 distribution centers. To learn more about the ADS, please visit the Company’s website at www.ads-pipe.com.

 

Forward Looking Statements

2

 


 

 

Certain statements in this press release may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance thermoplastic corrugated pipe and manufacturers of products using alternative materials; our ability to continue to convert current demand for concrete, steel and PVC pipe products into demand for our high performance thermoplastic corrugated pipe and Allied Products; the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

3

 


 

Financial Statements

ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

 

  

Three Months Ended

 

 

Fiscal Year Ended

 

 

March 31,

 

 

March 31,

 

(Amounts in thousands, except per share data)

2017

 

 

2016

 

 

2017

 

 

2016

 

Net sales

$

244,184

 

 

$

245,398

 

 

$

1,257,261

 

 

$

1,290,678

 

Cost of goods sold

 

204,933

 

 

 

195,894

 

 

 

961,451

 

 

 

1,005,326

 

Gross profit

 

39,251

 

 

 

49,504

 

 

 

295,810

 

 

 

285,352

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling

 

22,743

 

 

 

23,077

 

 

 

91,475

 

 

 

88,478

 

General and administrative

 

32,521

 

 

 

27,696

 

 

 

110,950

 

 

 

92,504

 

Loss on disposal of assets and costs from exit and disposal activities

 

5,432

 

 

 

254

 

 

 

8,509

 

 

 

812

 

Intangible amortization

 

2,117

 

 

 

2,175

 

 

 

8,548

 

 

 

9,224

 

Income from operations

 

(23,562

)

 

 

(3,698

)

 

 

76,328

 

 

 

94,334

 

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

3,916

 

 

 

4,504

 

 

 

17,467

 

 

 

18,460

 

Derivative (gains) losses and other (income) expense, net

 

(427

)

 

 

(1,758

)

 

 

(5,970

)

 

 

16,575

 

Income before income taxes

 

(27,051

)

 

 

(6,444

)

 

 

64,831

 

 

 

59,299

 

Income tax expense

 

(10,913

)

 

 

342

 

 

 

24,615

 

 

 

23,498

 

Equity in net loss of unconsolidated affiliates

 

1,914

 

 

 

4,299

 

 

 

4,308

 

 

 

5,234

 

Net (loss) income

 

(18,052

)

 

 

(11,085

)

 

 

35,908

 

 

 

30,567

 

Less net income attributable to noncontrolling interest

 

58

 

 

 

1,034

 

 

 

2,958

 

 

 

5,515

 

Net (loss) income attributable to ADS

 

(18,110

)

 

 

(12,119

)

 

 

32,950

 

 

 

25,052

 

Accretion of Redeemable noncontrolling interest

 

(419

)

 

 

(346

)

 

 

(1,560

)

 

 

(932

)

Dividends to Redeemable convertible preferred stockholders

 

(399

)

 

 

(343

)

 

 

(1,646

)

 

 

(1,425

)

Dividends paid to unvested restricted stockholders

 

(69

)

 

 

(6

)

 

 

(73

)

 

 

(24

)

Net (loss) income available to common stockholders and participating securities

 

(18,997

)

 

 

(12,814

)

 

 

29,671

 

 

 

22,671

 

Undistributed income (loss) allocated to participating securities

 

-

 

 

 

-

 

 

 

(1,700

)

 

 

(1,270

)

Net (loss) income available to common stockholders

$

(18,997

)

 

$

(12,814

)

 

$

27,971

 

 

$

21,401

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

55,186

 

 

 

54,274

 

 

 

54,919

 

 

 

53,978

 

Diluted

 

55,186

 

 

 

54,274

 

 

 

55,624

 

 

 

55,176

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

(0.34

)

 

$

(0.24

)

 

$

0.51

 

 

$

0.40

 

Diluted

$

(0.34

)

 

$

(0.24

)

 

$

0.50

 

 

$

0.39

 

Cash dividends declared per share

$

0.06

 

 

$

0.05

 

 

$

0.24

 

 

$

0.20

 

 

4

 


 

ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited)

 

As of March 31,

 

(Amounts in thousands)

2017

 

 

2016

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash

$

6,450

 

 

$

6,555

 

Receivables

 

168,943

 

 

 

186,883

 

Inventories

 

258,430

 

 

 

230,466

 

Deferred income taxes and other current assets

 

6,743

 

 

 

15,658

 

Total current assets

 

440,566

 

 

 

439,562

 

Property, plant and equipment, net

 

406,858

 

 

 

391,744

 

Other assets:

 

 

 

 

 

 

 

Goodwill

 

100,566

 

 

 

100,885

 

Intangible assets, net

 

51,758

 

 

 

59,869

 

Other assets

 

46,537

 

 

 

45,256

 

Total assets

$

1,046,285

 

 

$

1,037,316

 

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Current maturities of debt obligations

$

37,789

 

 

$

35,870

 

Current maturities of capital lease obligations

 

21,450

 

 

 

19,231

 

Accounts payable

 

121,922

 

 

 

119,606

 

Current portion of liability-classified stock-based awards

 

11,926

 

 

 

10,118

 

Other accrued liabilities

 

54,460

 

 

 

65,099

 

Accrued income taxes

 

8,207

 

 

 

2,260

 

Total current liabilities

 

255,754

 

 

 

252,184

 

Long-term debt obligation

 

310,849

 

 

 

312,214

 

Long-term capital lease obligations

 

58,710

 

 

 

56,809

 

Deferred tax liabilities

 

44,007

 

 

 

63,952

 

Other liabilities

 

26,530

 

 

 

37,921

 

Total liabilities

 

695,850

 

 

 

723,080

 

Mezzanine equity:

 

 

 

 

 

 

 

Redeemable convertible preferred stock

 

302,814

 

 

 

310,240

 

Deferred compensation — unearned ESOP shares

 

(198,216

)

 

 

(205,664

)

Redeemable noncontrolling interest in subsidiaries

 

8,227

 

 

 

7,171

 

Total mezzanine equity

 

112,825

 

 

 

111,747

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock

 

12,393

 

 

 

12,393

 

Paid-in capital

 

755,787

 

 

 

739,097

 

Common stock in treasury, at cost

 

(436,984

)

 

 

(440,995

)

Accumulated other comprehensive loss

 

(24,815

)

 

 

(21,261

)

Retained deficit

 

(83,678

)

 

 

(101,778

)

Total ADS stockholders’ equity

 

222,703

 

 

 

187,456

 

Noncontrolling interest in subsidiaries

 

14,907

 

 

 

15,033

 

Total stockholders’ equity

 

237,610

 

 

 

202,489

 

Total liabilities, mezzanine equity and stockholders’ equity

$

1,046,285

 

 

$

1,037,316

 

 

 

5

 


 

ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

 

Fiscal Year Ended March 31,

 

(Amounts in thousands)

2017

 

 

2016

 

Cash Flow from Operating Activities

$

104,239

 

 

$

135,342

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Capital expenditures

 

(46,676

)

 

 

(44,942

)

Purchases of property, plant and equipment through financing

 

(4,620

)

 

 

-

 

Cash paid for acquisitions, net of cash acquired

 

(8,573

)

 

 

(3,188

)

Proceeds from note receivable to related party

 

-

 

 

 

3,854

 

Issuance of note receivable to related party

 

-

 

 

 

(3,854

)

Other investing activities

 

(1,390

)

 

 

(888

)

Net cash used in investing activities

 

(61,259

)

 

 

(49,018

)

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Proceeds from Revolving Credit Facility

 

412,400

 

 

 

409,100

 

Payments on Revolving Credit Facility

 

(382,600

)

 

 

(448,200

)

Payments on Term Loan

 

(10,000

)

 

 

(8,750

)

Payments on Senior Notes

 

(25,000

)

 

 

-

 

Proceeds from notes, mortgages, and other debt

 

1,000

 

 

 

6,378

 

Payments on notes, mortgages, and other debt

 

(870

)

 

 

(7,208

)

Payments on loans against CSV life insurance policies

 

(6,823

)

 

 

-

 

Equipment financing loans

 

4,620

 

 

 

-

 

Payments on capital lease obligation

 

(21,760

)

 

 

(19,780

)

Cash dividends paid

 

(16,820

)

 

 

(16,240

)

Proceeds from options exercises

 

4,011

 

 

 

1,765

 

Other financing activities

 

(983

)

 

 

(29

)

Net cash used in financing activities

 

(42,825

)

 

 

(82,964

)

Effect of exchange rate changes on cash

 

(260

)

 

 

(428

)

Net change in cash

 

(105

)

 

 

2,932

 

Cash at beginning of period

 

6,555

 

 

 

3,623

 

Cash at end of period

$

6,450

 

 

$

6,555

 

 

6

 


 

Selected Financial Data

The following tables set forth net sales by reportable segment for the three and nine months ended December 31, 2016 and 2015, respectively.

 

  

Three Months Ended

 

 

 

 

 

 

Fiscal Year Ended

 

 

 

 

 

(Amounts in thousands

March 31,

 

 

%

 

 

March 31,

 

 

%

 

except percentages)

2017

 

 

2016

 

 

Variance

 

 

2017

 

 

2016

 

 

Variance

 

Net sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

$

159,149

 

 

$

157,084

 

 

 

1.3%

 

 

$

786,546

 

 

$

812,071

 

 

 

(3.1%

)

Allied Products

 

64,239

 

 

 

64,497

 

 

 

(0.4%

)

 

 

315,690

 

 

 

301,725

 

 

 

4.6%

 

Total domestic

 

223,388

 

 

 

221,581

 

 

 

0.8%

 

 

 

1,102,236

 

 

 

1,113,796

 

 

 

(1.0%

)

International

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

 

16,552

 

 

 

18,363

 

 

 

(9.9%

)

 

 

122,384

 

 

 

139,731

 

 

 

(12.4%

)

Allied Products

 

4,244

 

 

 

5,454

 

 

 

(22.2%

)

 

 

32,641

 

 

 

37,151

 

 

 

(12.1%

)

Total international

 

20,796

 

 

 

23,817

 

 

 

(12.7%

)

 

 

155,025

 

 

 

176,882

 

 

 

(12.4%

)

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

 

175,701

 

 

 

175,447

 

 

 

0.1%

 

 

 

908,930

 

 

 

951,802

 

 

 

(4.5%

)

Allied Products

 

68,483

 

 

 

69,951

 

 

 

(2.1%

)

 

 

348,331

 

 

 

338,876

 

 

 

2.8%

 

Total net sales

$

244,184

 

 

$

245,398

 

 

 

(0.5%

)

 

$

1,257,261

 

 

$

1,290,678

 

 

 

(2.6%

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Financial Measures

This press release contains financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  ADS management uses non-GAAP measures in its analysis of the Company’s performance. Investors are encouraged to review the reconciliation of non-GAAP financial measures to the comparable GAAP results available in the accompanying tables.

Reconciliation of Non-GAAP Financial Measures

This press release includes references to Adjusted EBITDA, Free Cash Flow and Adjusted Earnings Per Fully Converted Share, all non-GAAP financial measures.  These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP. These measures are not intended to be substitutes for those reported in accordance with GAAP. Adjusted EBITDA, Free Cash Flow, and Adjusted Earnings per Fully Converted Share may be different from non-GAAP financial measures used by other companies, even when similar terms are used to identify such measures.

Adjusted EBITDA is a non-GAAP financial measure that comprises net income before interest, income taxes, depreciation and amortization, stock-based compensation, non-cash charges and certain other expenses. The Company’s definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Adjusted EBITDA is a key metric used by management and the Company’s board of directors to assess financial performance and evaluate the effectiveness of the Company’s business strategies. Accordingly, management believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as the Company’s management and board of directors. In order to provide investors with a meaningful reconciliation, the Company has provided below reconciliations of Adjusted EBITDA to net income.

Free Cash Flow is a non-GAAP financial measure that comprises cash flow from operating activities less capital expenditures. Free Cash Flow is a measure used by management and the Company’s board of directors to assess the Company’s ability to generate cash.  Accordingly, management believes that Free Cash Flow provides useful information to investors and others in understanding and evaluating our ability to generate cash flow from operations after capital expenditures. In order to provide investors with a meaningful reconciliation, the Company has provided below a reconciliation of cash flow from operating activities to Free Cash Flow.

Adjusted Earnings Per Fully Converted Share is a non-GAAP measure that is calculated by adjusting our Net income per share – Basic, the most comparable GAAP measure. To effect this adjustment with respect to Net income available to common stockholders, we have (1) removed the accretion of Redeemable noncontrolling interest in subsidiaries, (2) added back the dividends to Redeemable convertible preferred stockholders and dividends paid to unvested restricted stockholders, (3) made corresponding adjustments to the amount allocated to participating securities under the two class earnings per share computation method, and (4) added back ESOP deferred compensation attributable to the shares of Redeemable convertible preferred stock allocated to employee ESOP accounts

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during the applicable period, which is a non-cash charge to our earnings. We have also made adjustments to the weighted average common shares outstanding – Basic to assume (1) share conversion of the Redeemable convertible preferred stock outstanding shares to common stock and (2) add shares of outstanding unvested restricted stock.  Adjusted Earnings Per Fully Converted Share (non-GAAP) is a key metric used by management and our board of directors to assess our financial performance. This information is useful to investors as the preferred shares held by the ESOP are required to be distributed to our employees over time, which is done in the form of common stock after the conversion of the preferred shares. As such, this measure is included because it provides investors with information to understand the impact on the financial statements once all preferred shares are converted and distributed.

 

The following tables present a reconciliation of Adjusted EBITDA to Net Income, Free Cash Flow to Cash Flow from Operating Activities, and Adjusted Earnings Per Fully Converted Share to Net income per share – Basic, the most comparable GAAP measures, for each of the periods indicated:

 

Reconciliation of Adjusted EBITDA to Net Income

 

Three Months Ended

 

 

Fiscal Year Ended

 

 

March 31,

 

 

March 31,

 

(Amounts in thousands)

2017

 

 

2016

 

 

2017

 

 

2016

 

Net income

$

(18,052

)

 

$

(11,085

)

 

$

35,908

 

 

$

30,567

 

Depreciation and amortization

 

18,290

 

 

 

18,955

 

 

 

72,355

 

 

 

71,009

 

Interest expense

 

3,916

 

 

 

4,504

 

 

 

17,467

 

 

 

18,460

 

Income tax expense

 

(10,913

)

 

 

342

 

 

 

24,615

 

 

 

23,498

 

EBITDA

 

(6,759

)

 

 

12,716

 

 

 

150,345

 

 

 

143,534

 

Derivative fair value adjustments

 

377

 

 

 

(5,587

)

 

 

(10,921

)

 

 

2,163

 

Foreign currency translation (gains) losses

 

49

 

 

 

(38

)

 

 

(1,629

)

 

 

697

 

Loss (gain) on disposal of assets and costs from exit and disposal activities

 

5,432

 

 

 

254

 

 

 

8,509

 

 

 

812

 

Unconsolidated affiliates interest, tax, depreciation and amortization

 

702

 

 

 

944

 

 

 

2,751

 

 

 

3,215

 

Contingent consideration remeasurement

 

(307

)

 

 

257

 

 

 

(265

)

 

 

371

 

Stock-based compensation (benefit) expense

 

5,608

 

 

 

(2,873

)

 

 

8,307

 

 

 

(5,868

)

ESOP deferred stock-based compensation

 

2,140

 

 

 

875

 

 

 

9,568

 

 

 

10,250

 

(Benefit) expense related to executive termination payments

 

1,104

 

 

 

(552

)

 

 

1,092

 

 

 

(294

)

Restatement-related costs

 

2,635

 

 

 

11,642

 

 

 

24,026

 

 

 

27,970

 

Inventory step up related to PTI acquisition

 

525

 

 

 

-

 

 

 

525

 

 

 

-

 

Bargain purchase gain on PTI acquisition

 

(609

)

 

 

-

 

 

 

(609

)

 

 

-

 

Loss related to BaySaver acquisition

 

-

 

 

 

-

 

 

 

-

 

 

 

490

 

Transaction costs

 

372

 

 

 

-

 

 

 

372

 

 

 

-

 

Impairment of investment in unconsolidated affiliate

 

1,300

 

 

 

4,000

 

 

 

1,300

 

 

 

4,000

 

Adjusted EBITDA

$

12,569

 

 

$

21,638

 

 

$

193,371

 

 

$

187,340

 

 

 

 

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Reconciliation of Segment Adjusted EBITDA to Net Income

  

Three Months Ended March 31,

 

 

2017

 

 

2016

 

(Amounts in thousands)

Domestic

 

 

International

 

 

Domestic

 

 

International

 

Net income

$

(8,586

)

 

$

(9,466

)

 

$

(3,192

)

 

$

(7,893

)

Depreciation and amortization

 

16,329

 

 

 

1,961

 

 

 

16,998

 

 

 

1,957

 

Interest expense

 

3,813

 

 

 

103

 

 

 

4,364

 

 

 

140

 

Income tax expense

 

(9,533

)

 

 

(1,380

)

 

 

(259

)

 

 

601

 

EBITDA

 

2,023

 

 

 

(8,782

)

 

 

17,911

 

 

 

(5,195

)

Derivative fair value adjustments

 

377

 

 

 

-

 

 

 

(5,633

)

 

 

46

 

Foreign currency translation (gains) losses

 

-

 

 

 

49

 

 

 

-

 

 

 

(38

)

Loss (gain) on disposal of assets and costs from exit and disposal activities

 

2,753

 

 

 

2,679

 

 

 

97

 

 

 

157

 

Unconsolidated affiliates interest, tax, depreciation and amortization

 

262

 

 

 

440

 

 

 

283

 

 

 

661

 

Contingent consideration remeasurement

 

(307

)

 

 

-

 

 

 

257

 

 

 

-

 

Stock-based compensation (benefit) expense

 

5,608

 

 

 

-

 

 

 

(2,873

)

 

 

-

 

ESOP deferred stock-based compensation

 

2,140

 

 

 

-

 

 

 

875

 

 

 

-

 

(Benefit) expense related to executive termination payments

 

1,104

 

 

 

-

 

 

 

(552

)

 

 

-

 

Restatement-related costs

 

2,635

 

 

 

-

 

 

 

11,642

 

 

 

-

 

Inventory step up related to PTI acquisition

 

525

 

 

 

-

 

 

 

-

 

 

 

-

 

Bargain purchase gain on PTI acquisition

 

(609

)

 

 

-

 

 

 

-

 

 

 

-

 

Loss related to BaySaver acquisition

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Transaction costs

 

372

 

 

 

-

 

 

 

-

 

 

 

-

 

Impairment of investment in unconsolidated affiliate

 

-

 

 

 

1,300

 

 

 

-

 

 

 

4,000

 

Adjusted EBITDA(a)

$

16,883

 

 

$

(4,314

)

 

$

22,007

 

 

$

(369

)

 

(a)

A portion of the reduction in International EBITDA is related to transfer pricing. The reduction is fully offset by an increase in Domestic EBITDA.

 

Fiscal Year Ended March 31,

 

 

2017

 

 

2016

 

(Amounts in thousands)

Domestic

 

 

International

 

 

Domestic

 

 

International

 

Net income

$

35,118

 

 

$

790

 

 

$

24,875

 

 

$

5,692

 

Depreciation and amortization

 

63,747

 

 

 

8,608

 

 

 

62,625

 

 

 

8,384

 

Interest expense

 

17,049

 

 

 

418

 

 

 

17,908

 

 

 

552

 

Income tax expense

 

21,786

 

 

 

2,829

 

 

 

20,465

 

 

 

3,033

 

EBITDA

 

137,700

 

 

 

12,645

 

 

 

125,873

 

 

 

17,661

 

Derivative fair value adjustments

 

(10,921

)

 

 

-

 

 

 

2,139

 

 

 

24

 

Foreign currency translation (gains) losses

 

-

 

 

 

(1,629

)

 

 

-

 

 

 

697

 

Loss (gain) on disposal of assets and costs from exit and disposal activities

 

4,793

 

 

 

3,716

 

 

 

892

 

 

 

(80

)

Unconsolidated affiliates interest, tax, depreciation and amortization

 

1,088

 

 

 

1,663

 

 

 

1,052

 

 

 

2,163

 

Contingent consideration remeasurement

 

(265

)

 

 

-

 

 

 

371

 

 

 

-

 

Stock-based compensation (benefit) expense

 

8,307

 

 

 

-

 

 

 

(5,868

)

 

 

-

 

ESOP deferred stock-based compensation

 

9,568

 

 

 

-

 

 

 

10,250

 

 

 

-

 

(Benefit) expense related to executive termination payments

 

1,092

 

 

 

-

 

 

 

(294

)

 

 

-

 

Restatement-related costs

 

24,026

 

 

 

-

 

 

 

27,970

 

 

 

-

 

Inventory step up related to PTI acquisition

 

525

 

 

 

-

 

 

 

-

 

 

 

-

 

Bargain purchase gain on PTI acquisition

 

(609

)

 

 

-

 

 

 

-

 

 

 

-

 

Loss related to BaySaver acquisition

 

-

 

 

 

-

 

 

 

490

 

 

 

-

 

Transaction costs

 

372

 

 

 

-

 

 

 

-

 

 

 

-

 

Impairment of investment in unconsolidated affiliate

 

-

 

 

 

1,300

 

 

 

-

 

 

 

4,000

 

Adjusted EBITDA(a)

$

175,676

 

 

$

17,695

 

 

$

162,875

 

 

$

24,465

 

 

(a)

A portion of the reduction in International EBITDA is related to transfer pricing. The reduction is fully offset by an increase in Domestic EBITDA.

9

 


 

 

Reconciliation of Free Cash Flow to Cash flow from Operating Activities

 

  

Fiscal Year Ended March 31,

 

(Amounts in thousands)

2017

 

 

2016

 

Cash Flow from Operating Activities

$

104,239

 

 

$

135,342

 

Capital expenditures

 

(46,676

)

 

 

(44,942

)

Free cash flow

$

57,563

 

 

$

90,400

 

 

Reconciliation of Adjusted Earnings Per Fully Converted Share (non-GAAP) to Net Income per Share – Basic

 

  

Three Months Ended

 

 

Fiscal Year Ended

 

 

March 31,

 

 

March 31,

 

(Amounts in thousands, except per share data)

2017

 

 

2016

 

 

2017

 

 

2016

 

Net income available to common stockholders

$

(18,997

)

 

$

(12,814

)

 

$

27,971

 

 

$

21,401

 

Weighted average common shares outstanding - Basic

 

55,186

 

 

 

54,274

 

 

 

54,919

 

 

 

53,978

 

Net income per share – Basic

$

(0.34

)

 

$

(0.24

)

 

$

0.51

 

 

$

0.40

 

Adjustments to net income available to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accretion of Redeemable non-controlling interest in subsidiaries

 

419

 

 

 

346

 

 

 

1,560

 

 

 

932

 

Dividends to Redeemable convertible preferred stockholders

 

399

 

 

 

343

 

 

 

1,646

 

 

 

1,425

 

Dividends paid to unvested restricted stockholders

 

69

 

 

 

6

 

 

 

73

 

 

 

24

 

Undistributed income allocated to participating securities

 

-

 

 

 

-

 

 

 

1,700

 

 

 

1,270

 

Total adjustments to net income available to common stockholders

 

887

 

 

 

695

 

 

 

4,979

 

 

 

3,651

 

Net income attributable to ADS

 

(18,110

)

 

 

(12,119

)

 

 

32,950

 

 

 

25,052

 

Adjustments to net income attributable to ADS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of ESOP compensation related to Redeemable convertible preferred stock

 

2,140

 

 

 

875

 

 

 

9,568

 

 

 

10,250

 

Adjusted net income — (Non-GAAP)

$

(15,970

)

 

$

(11,244

)

 

$

42,518

 

 

$

35,302

 

Weighted Average Common Shares Outstanding — Basic

 

55,186

 

 

 

54,274

 

 

 

54,919

 

 

 

53,978

 

Adjustments to weighted average common shares outstanding — Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unvested restricted shares

 

55

 

 

 

112

 

 

 

90

 

 

 

123

 

Redeemable convertible preferred shares

 

18,686

 

 

 

19,141

 

 

 

18,857

 

 

 

19,399

 

Weighted Average Fully Converted Common Shares (Non-GAAP)

 

73,927

 

 

 

73,527

 

 

 

73,866

 

 

 

73,500

 

Adjusted Earnings per Fully Converted Share (Non-GAAP)

$

(0.22

)

 

$

(0.15

)

 

$

0.58

 

 

$

0.48

 

For more information, please contact:

Michael Higgins

(614) 658-0050

Mike.higgins@ads-pipe.com

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