Attached files
| file | filename |
|---|---|
| EX-32.2 - EX-32.2 - ADVANCED DRAINAGE SYSTEMS, INC. | wms-ex322_71.htm |
| EX-32.1 - EX-32.1 - ADVANCED DRAINAGE SYSTEMS, INC. | wms-ex321_74.htm |
| EX-31.2 - EX-31.2 - ADVANCED DRAINAGE SYSTEMS, INC. | wms-ex312_72.htm |
| EX-31.1 - EX-31.1 - ADVANCED DRAINAGE SYSTEMS, INC. | wms-ex311_73.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2017
OR
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 001-36557
ADVANCED DRAINAGE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
51-0105665 |
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(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
4640 Trueman Boulevard, Hilliard, Ohio 43026
(Address of Principal Executive Offices, Including Zip Code)
(614) 658-0050
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” and “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer |
☒ |
Accelerated Filer |
☐ |
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Non-Accelerated Filer |
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Smaller Reporting Company |
☐ |
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Emerging Growth Company |
☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 31, 2017, the registrant had 55,246,148 shares of common stock outstanding. The shares of common stock trade on the New York Stock Exchange under the ticker symbol “WMS”. In addition, as of July 31, 2017, 242,020 shares of unvested restricted common stock were outstanding and 23,868,555 shares of ESOP, preferred stock, convertible into 18,359,692 shares of common stock, were outstanding. As of July 31, 2017, 73,847,860 shares of common stock were outstanding, inclusive of outstanding shares of unvested restricted common stock and on an as-converted basis with respect to the outstanding shares of ESOP preferred stock.
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Item 1. |
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Condensed Consolidated Financial Statements (Unaudited) |
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Page |
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Condensed Consolidated Balance Sheets as of June 30, 2017 and March 31, 2017 |
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1 |
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Condensed Consolidated Statements of Operations for the three months ended June 30, 2017 and 2016 |
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2 |
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3 |
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Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2017 and 2016 |
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4 |
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5 |
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6 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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21 |
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Item 3. |
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31 |
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Item 4. |
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32 |
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Item 1. |
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33 |
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Item 1A. |
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33 |
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Item 2. |
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33 |
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Item 3. |
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34 |
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Item 4. |
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34 |
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Item 5. |
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34 |
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Item 6. |
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34 |
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35 |
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36 |
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i
ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (In thousands, except par value)
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June 30, 2017 |
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March 31, 2017 |
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ASSETS |
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Current assets: |
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Cash |
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$ |
8,717 |
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$ |
6,450 |
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Receivables (less allowance for doubtful accounts of $10,377 and $10,431, respectively) |
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215,432 |
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168,943 |
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Inventories |
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262,188 |
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258,430 |
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Other current assets |
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9,512 |
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6,743 |
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Total current assets |
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495,849 |
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440,566 |
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Property, plant and equipment, net |
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417,635 |
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406,858 |
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Other assets: |
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Goodwill |
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100,860 |
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100,566 |
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Intangible assets, net |
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50,125 |
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51,758 |
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Other assets |
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48,860 |
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46,537 |
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Total assets |
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$ |
1,113,329 |
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$ |
1,046,285 |
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LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Current maturities of debt obligations |
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$ |
27,301 |
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$ |
37,789 |
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Current maturities of capital lease obligations |
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21,946 |
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21,450 |
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Accounts payable |
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107,131 |
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121,922 |
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Current portion of liability-classified stock-based awards |
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— |
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11,926 |
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Other accrued liabilities |
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59,523 |
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54,460 |
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Accrued income taxes |
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12,910 |
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8,207 |
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Total current liabilities |
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228,811 |
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255,754 |
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Long-term debt obligations (less unamortized debt issuance costs of $3,609 and $1,723, respectively) |
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377,712 |
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310,849 |
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Long-term capital lease obligations |
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61,521 |
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58,710 |
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Deferred tax liabilities |
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43,753 |
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44,007 |
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Other liabilities |
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23,484 |
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26,530 |
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Total liabilities |
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735,281 |
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695,850 |
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Commitments and contingencies (see Note 8) |
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Mezzanine equity: |
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Redeemable convertible preferred stock: $0.01 par value; 47,070 shares authorized; 44,170 shares issued; 23,868 and 24,225 shares outstanding, respectively |
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298,357 |
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302,814 |
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Deferred compensation – unearned ESOP shares |
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(196,204 |
) |
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(198,216 |
) |
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Redeemable noncontrolling interest in subsidiaries |
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8,431 |
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8,227 |
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Total mezzanine equity |
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110,584 |
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112,825 |
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Stockholders’ equity: |
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Common stock; $0.01 par value: 1,000,000 shares authorized; 153,560 shares issued; 55,246 and 55,338 shares outstanding, respectively |
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12,393 |
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12,393 |
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Paid-in capital |
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774,874 |
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755,787 |
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Common stock in treasury, at cost |
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(443,561 |
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(436,984 |
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Accumulated other comprehensive loss |
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(22,239 |
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(24,815 |
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Retained deficit |
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(70,289 |
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(83,678 |
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Total ADS stockholders’ equity |
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251,178 |
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222,703 |
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Noncontrolling interest in subsidiaries |
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16,286 |
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14,907 |
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Total stockholders’ equity |
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267,464 |
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237,610 |
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Total liabilities, mezzanine equity and stockholders’ equity |
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$ |
1,113,329 |
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$ |
1,046,285 |
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See accompanying Notes to Condensed Consolidated Financial Statements.
- 1 -
ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (In thousands, except per share data)
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Three Months Ended June 30, |
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2017 |
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2016 |
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Net sales |
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$ |
358,359 |
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$ |
357,576 |
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Cost of goods sold |
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271,620 |
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260,970 |
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Gross profit |
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86,739 |
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96,606 |
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Operating expenses: |
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Selling |
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23,099 |
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24,230 |
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General and administrative |
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26,676 |
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34,529 |
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Loss on disposal of assets and costs from exit and disposal activities |
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3,423 |
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202 |
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Intangible amortization |
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2,044 |
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2,187 |
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Income from operations |
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31,497 |
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35,458 |
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Other expense: |
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Interest expense |
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4,479 |
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4,784 |
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Derivative gains and other income, net |
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(954 |
) |
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(3,037 |
) |
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Income before income taxes |
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27,972 |
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33,711 |
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Income tax expense |
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9,746 |
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14,194 |
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Equity in net (income) loss of unconsolidated affiliates |
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(248 |
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96 |
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Net income |
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18,474 |
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19,421 |
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Less: net income attributable to noncontrolling interest |
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732 |
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1,148 |
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Net income attributable to ADS |
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17,742 |
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18,273 |
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Accretion of redeemable noncontrolling interest |
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— |
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(362 |
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Dividends to redeemable convertible preferred stockholders |
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(489 |
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(425 |
) |
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Dividends paid to unvested restricted stockholders |
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(19 |
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(30 |
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Net income available to common stockholders and participating securities |
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17,234 |
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17,456 |
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Undistributed income allocated to participating securities |
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(1,429 |
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(1,524 |
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Net income available to common stockholders |
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$ |
15,805 |
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$ |
15,932 |
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Weighted average common shares outstanding: |
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Basic |
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55,303 |
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54,071 |
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Diluted |
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56,010 |
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54,928 |
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Net income per share: |
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Basic |
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$ |
0.29 |
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$ |
0.29 |
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Diluted |
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$ |
0.28 |
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$ |
0.29 |
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Cash dividends declared per share |
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$ |
0.07 |
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$ |
0.06 |
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See accompanying Notes to Condensed Consolidated Financial Statements.
- 2 -
ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited) (In thousands)
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Three Months Ended June 30, |
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2017 |
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2016 |
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Net income |
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$ |
18,474 |
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$ |
19,421 |
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Currency translation |
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3,427 |
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(3,121 |
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Comprehensive income |
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21,901 |
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16,300 |
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Less: other comprehensive income (loss) attributable to noncontrolling interest, net of tax |
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851 |
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(1,501 |
) |
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Less: net income attributable to noncontrolling interest |
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732 |
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1,148 |
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Total comprehensive income attributable to ADS |
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$ |
20,318 |
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$ |
16,653 |
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See accompanying Notes to Condensed Consolidated Financial Statements.
- 3 -
ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (In thousands)
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Three Months Ended June 30, |
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2017 |
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2016 |
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Cash Flows from Operating Activities |
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Net income |
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$ |
18,474 |
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$ |
19,421 |
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Adjustments to reconcile net income to net cash used in operating activities: |
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Depreciation and amortization |
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18,221 |
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18,026 |
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Deferred income taxes |
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(281 |
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(745 |
) |
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Loss on disposal of assets and costs from exit and disposal activities |
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3,423 |
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237 |
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ESOP and stock-based compensation |
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4,304 |
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11,757 |
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Amortization of deferred financing charges |
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353 |
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341 |
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Fair market value adjustments to derivatives |
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191 |
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(4,907 |
) |
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Equity in net (income) loss of unconsolidated affiliates |
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(248 |
) |
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96 |
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Other operating activities |
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(1,656 |
) |
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293 |
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Changes in working capital: |
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Receivables |
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(47,469 |
) |
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(24,858 |
) |
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Inventories |
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(2,445 |
) |
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(9,276 |
) |
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Prepaid expenses and other current assets |
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(2,547 |
) |
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(4,317 |
) |
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Accounts payable, accrued expenses, and other liabilities |
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(6,857 |
) |
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(6,200 |
) |
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Net cash used in operating activities |
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(16,537 |
) |
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(132 |
) |
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Cash Flows from Investing Activities |
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Capital expenditures |
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(17,949 |
) |
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(12,595 |
) |
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Other investing activities |
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(254 |
) |
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(200 |
) |
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Net cash used in investing activities |
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(18,203 |
) |
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(12,795 |
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Cash Flows from Financing Activities |
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Proceeds from Revolving Credit Facility |
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212,950 |
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114,000 |
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Payments on Revolving Credit Facility |
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(155,750 |
) |
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(88,700 |
) |
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Payments on Term Loan |
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(72,500 |
) |
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(2,500 |
) |
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Proceeds from Senior Notes |
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75,000 |
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— |
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Debt issuance costs |
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(2,268 |
) |
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— |
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Payments of notes, mortgages and other debt |
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(1,225 |
) |
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(215 |
) |
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Payments on capital lease obligations |
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(6,066 |
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(5,358 |
) |
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Cash dividends paid |
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(4,353 |
) |
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(3,665 |
) |
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Proceeds from exercise of stock options |
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6 |
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2,648 |
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Repurchase of common stock |
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(7,947 |
) |
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— |
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Other financing activities |
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(652 |
) |
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(8 |
) |
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Net cash provided by financing activities |
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37,195 |
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16,202 |
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Effect of exchange rate changes on cash |
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(188 |
) |
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(662 |
) |
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Net change in cash |
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2,267 |
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2,613 |
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Cash at beginning of period |
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6,450 |
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6,555 |
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Cash at end of period |
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$ |
8,717 |
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$ |
9,168 |
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SUPPLEMENTAL CASH FLOW INFORMATION |
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Cash paid for income taxes |
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$ |
5,899 |
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$ |
2,229 |
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Cash paid for interest |
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4,498 |
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4,996 |
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Non-cash operating, investing and financing activities: |
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Acquisition of property, plant and equipment under capital lease and incurred lease obligations |
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9,588 |
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13,450 |
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Balance in accounts payable for the acquisition of property, plant and equipment |
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|
2,593 |
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|
2,255 |
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See accompanying Notes to Condensed Consolidated Financial Statements.
- 4 -
ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND MEZZANINE EQUITY
(Unaudited) (In thousands)
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Common Stock |
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Paid -In |
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Common Stock in Treasury |
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Accumu- lated Other Compre- hensive |
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Retained |
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Total ADS Stock- holders’ |
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Non- controlling Interest in |
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Total Stock- holders’ |
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Redeemable Convertible Preferred Stock |
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Deferred Compensation - Unearned ESOP Shares |
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Redeemable Non- controlling Interest in |
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Total Mezzanine |
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Shares |
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Amount |
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Capital |
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Shares |
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Amount |
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Loss |
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Deficit |
|
Equity |
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Subsidiaries |
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Equity |
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Shares |
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Amount |
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Shares |
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Amount |
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Subsidiaries |
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Equity |
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Balance at April 1, 2016 |
|
153,560 |
|
$ |
12,393 |
|
$ |
739,097 |
|
|
99,123 |
|
$ |
(440,995 |
) |
$ |
(21,261 |
) |
$ |
(101,778 |
) |
$ |
187,456 |
|
$ |
15,033 |
|
$ |
202,489 |
|
|
|
24,819 |
|
$ |
310,240 |
|
|
16,448 |
|
$ |
(205,664 |
) |
$ |
7,171 |
|
$ |
111,747 |
|
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
18,273 |
|
|
18,273 |
|
|
887 |
|
|
19,160 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
261 |
|
|
261 |
|
|
Other comprehensive income (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,620 |
) |
|
— |
|
|
(1,620 |
) |
|
(1,501 |
) |
|
(3,121 |
) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Redeemable convertible preferred stock dividends |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(386 |
) |
|
(386 |
) |
|
— |
|
|
(386 |
) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Common stock dividends ($0.06 per share) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,279 |
) |
|
(3,279 |
) |
|
— |
|
|
(3,279 |
) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Allocation of ESOP shares to participants for compensation |
|
— |
|
|
— |
|
|
909 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
909 |
|
|
— |
|
|
909 |
|
|
|
— |
|
|
— |
|
|
(146 |
) |
|
1,828 |
|
|
— |
|
|
1,828 |
|
|
Exercise of common stock options |
|
— |
|
|
— |
|
|
4,274 |
|
|
(232 |
) |
|
1,032 |
|
|
— |
|
|
— |
|
|
5,306 |
|
|
— |
|
|
5,306 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Restricted stock awards |
|
— |
|
|
— |
|
|
17 |
|
|
(47 |
) |
|
207 |
|
|
— |
|
|
— |
|
|
224 |
|
|
— |
|
|
224 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
ESOP distribution in common stock |
|
— |
|
|
— |
|
|
1,980 |
|
|
(168 |
) |
|
747 |
|
|
— |
|
|
— |
|
|
2,727 |
|
|
— |
|
|
2,727 |
|
|
|
(218 |
) |
|
(2,727 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,727 |
) |
|
Accretion of redeemable noncontrolling interest |
|
— |
|
|
— |
|
|
(223 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(223 |
) |
|
— |
|
|
(223 |
) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
362 |
|
|
362 |
|
|
Balance at June 30, 2016 |
|
153,560 |
|
$ |
12,393 |
|
$ |
746,054 |
|
|
98,676 |
|
$ |
(439,009 |
) |
$ |
(22,881 |
) |
$ |
(87,170 |
) |
$ |
209,387 |
|
$ |
14,419 |
|
$ |
223,806 |
|
|
|
24,601 |
|
$ |
307,513 |
|
|
16,302 |
|
$ |
(203,836 |
) |
$ |
7,794 |
|
$ |
111,471 |
|
|
Balance at April 1, 2017 |
|
153,560 |
|
$ |
12,393 |
|
$ |
755,787 |
|
|
98,222 |
|
$ |
(436,984 |
) |
$ |
(24,815 |
) |
$ |
(83,678 |
) |
$ |
222,703 |
|
$ |
14,907 |
|
$ |
237,610 |
|
|
|
24,225 |
|
$ |
302,814 |
|
|
15,863 |
|
$ |
(198,216 |
) |
$ |
8,227 |
|
$ |
112,825 |
|
|
Net income |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
17,742 |
|
|
17,742 |
|
|
528 |
|
|
18,270 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
204 |
|
|
204 |
|
|
Other comprehensive income (loss) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,576 |
|
|
— |
|
|
2,576 |
|
|
851 |
|
|
3,427 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Redeemable convertible preferred stock dividends |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(458 |
) |
|
(458 |
) |
|
— |
|
|
(458 |
) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Common stock dividends ($0.07 per share) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,895 |
) |
|
(3,895 |
) |
|
— |
|
|
(3,895 |
) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Allocation of ESOP shares to participants for compensation |
|
— |
|
|
— |
|
|
602 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
602 |
|
|
— |
|
|
602 |
|
|
|
— |
|
|
— |
|
|
(161 |
) |
|
2,012 |
|
|
— |
|
|
2,012 |
|
|
Exercise of common stock options |
|
— |
|
|
— |
|
|
3 |
|
|
(1 |
) |
|
3 |
|
|
— |
|
|
— |
|
|
6 |
|
|
— |
|
|
6 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Restricted stock awards |
|
— |
|
|
— |
|
|
447 |
|
|
(33 |
) |
|
147 |
|
|
— |
|
|
— |
|
|
594 |
|
|
— |
|
|
594 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Reclassification of liability-classified awards |
|
— |
|
|
— |
|
|
13,714 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
13,714 |
|
|
— |
|
|
13,714 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
Stock-based compensation expense before related tax effects |
|
— |
|
|
— |
|
|
1,084 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,084 |
|
|
— |
|
|
1,084 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
ESOP distribution in common stock |
|
— |
|
|
— |
|
|
3,237 |
|
|
(274 |
) |
|
1,220 |
|
|
— |
|
|
— |
|
|
4,457 |
|
|
— |
|
|
4,457 |
|
|
|
(357 |
) |
|
(4,457 |
) |
||||||||||||