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EX-99.3 - EX-99.3 - ADVANCED DRAINAGE SYSTEMS, INC.wms-ex993_7.htm
EX-99.2 - EX-99.2 - ADVANCED DRAINAGE SYSTEMS, INC.wms-ex992_12.htm
8-K - 8-K - ADVANCED DRAINAGE SYSTEMS, INC.wms-8k_20170930.htm

Exhibit 99.1

ADVANCED DRAINAGE SYSTEMS ANNOUNCES SECOND QUARTER FISCAL 2018 RESULTS

HILLIARD, Ohio – (November 2, 2017) – Advanced Drainage Systems, Inc. (NYSE: WMS) (“ADS” or the “Company”), a leading global manufacturer of water management products and solutions for non-residential, residential, infrastructure and agricultural applications, today announced financial results for the fiscal second quarter ended September 30, 2017.

 

Second Quarter Fiscal 2018 Highlights

Net sales increased 11.2% to $401.0 million

Net income of $18.0 million compared to $24.3 million in prior year

Adjusted EBITDA (Non-GAAP) increased 2.0% to $66.9 million

 

Fiscal Year-to-Date Highlights

Net sales increased 5.7% to $759.4 million

Net income of $36.4 million compared to $43.7 million in prior year

Adjusted EBITDA (Non-GAAP) of $127.2 million compared to $137.4 million in prior year

Cash flow from operating activities of $28.4 million compared to $45.6 million in prior year

Free cash flow (Non-GAAP) of $1.4 million compared to $21.8 million in prior year

Scott Barbour, President and Chief Executive Officer of ADS commented, “We are pleased to report above-market growth for the second fiscal quarter, with net sales increasing over 11% compared to the prior year. We generated strong performance in our core domestic construction markets driven by continued execution of our conversion strategy and strong growth from our HP pipe product line and Allied Products. We were also pleased to see growth return in our agriculture market this quarter.”

Barbour continued, “While we are disappointed with the continued pressure on our margins, we are pursuing a number of actions to address this through operational improvements as well as our broader set of strategic initiatives. Although I am still early in my assessment of the business, I am confident we have the opportunity, capability and resources to drive sustainable improvements in our profitability. It is my belief that we need to focus on the fundamentals and drive better execution across all aspects of our operations as we progress through the remainder of fiscal year 2018.”

 

Second Quarter Fiscal 2018 Results


Net sales increased 11.2% to $401.0 million, as compared to $360.8 million in the prior year quarter. Domestic net sales increased 12.9% to $351.9 million as compared to $311.8 million in the prior year quarter, driven by growth in both construction and agriculture markets. International net sales increased 0.3% to $49.2 million as compared to $49.0 million in the prior year quarter.

 

Gross profit decreased 0.8% to $89.8 million, as compared to $90.5 million the prior year quarter. As a percentage of net sales, gross profit decreased 270 basis points to 22.4% compared to 25.1% in the prior year, primarily due to increases in raw material and operational costs.

 

Adjusted EBITDA (Non-GAAP) increased 2.0% to $66.9 million, as compared to $65.6 million in the prior year. As a percentage of net sales, Adjusted EBITDA decreased 150 basis points to 16.7% as compared to 18.2% in the prior year. The decrease in Adjusted EBITDA margin was largely attributed to the factors mentioned above.

 

Adjusted Earnings Per Fully Converted Share (Non-GAAP) was $0.28 based on weighted average fully converted shares of 73.8 million, as compared to $0.36 for the prior year on weighted average fully converted shares of 73.4 million.

 

A reconciliation of GAAP to Non-GAAP financial measures for Adjusted EBITDA, Free Cash Flow and Adjusted Earnings Per Fully Converted Share 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-to-Date 2018 Results


Net sales increased 5.7% to $759.4 million, as compared to $718.4 million in the prior year. Domestic net sales increased 7.5% to $671.4 million as compared to $624.5 million in the prior year, driven by growth in core construction markets. International net sales decreased 6.2% to $88.0 million as compared to $93.8 million in the prior year.

 

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Gross profit decreased 5.7% to $176.5 million, as compared to $187.1 million the prior year. As a percentage of net sales, gross profit decreased 280 basis points to 23.2% compared to 26.0% in the prior year, primarily due to increases in raw material and operational costs, and pricing headwinds in the agricultural markets and Mexico.

 

Adjusted EBITDA (Non-GAAP) decreased 7.4% to $127.2 million, as compared to $137.4 million in the prior year. As a percentage of net sales, Adjusted EBITDA decreased 230 basis points to 16.8% as compared to 19.1% in the prior year. The decrease in Adjusted EBITDA margin was largely attributed to the factors mentioned above.

 

Adjusted Earnings Per Fully Converted Share (Non-GAAP) was $0.55 based on weighted average fully converted shares of 74.0 million, as compared to $0.64 for the prior year on weighted average fully converted shares of 73.3 million.

 

The Company recorded net cash provided by operating activities of $28.4 million, as compared to $45.6 million in the prior year. Net debt (total debt and capital lease obligations net of cash) was $456.6 million as of September 30, 2017, an increase of $34.2 million from March 31, 2017.

 

Fiscal Year 2018 Outlook

 

Based on current visibility, backlog of existing orders and business trends, the Company updated its Adjusted EBITDA target for fiscal 2018. Adjusted EBITDA (Non-GAAP) is expected to be in the range of $195 and $210 million for fiscal year 2018, while the outlook for net sales is unchanged and expected to be in the range of $1.275 billion to $1.325 billion. Capital expenditures are expected to be approximately $50 to $55 million.

 

Webcast Information

 

The Company will host an investor conference call and webcast on Thursday, November 2, 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

 

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-

2

 


 

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 delay in the filing of any filings with the Securities and Exchange Commission (“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 SEC. 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.

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Financial Statements

ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

 

  

Three Months Ended

 

 

Six Months Ended

 

 

September 30,

 

 

September 30,

 

(Amounts in thousands, except per share data)

2017

 

 

2016

 

 

2017

 

 

2016

 

Net sales

$

401,049

 

 

$

360,785

 

 

$

759,408

 

 

$

718,361

 

Cost of goods sold

 

311,248

 

 

 

270,273

 

 

 

582,868

 

 

 

531,243

 

Gross profit

 

89,801

 

 

 

90,512

 

 

 

176,540

 

 

 

187,118

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling

 

24,346

 

 

 

23,210

 

 

 

47,445

 

 

 

47,440

 

General and administrative

 

23,887

 

 

 

21,181

 

 

 

50,563

 

 

 

55,710

 

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

 

5,121

 

 

 

737

 

 

 

8,544

 

 

 

939

 

Intangible amortization

 

2,015

 

 

 

2,128

 

 

 

4,059

 

 

 

4,315

 

Income from operations

 

34,432

 

 

 

43,256

 

 

 

65,929

 

 

 

78,714

 

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

5,055

 

 

 

4,546

 

 

 

9,534

 

 

 

9,330

 

Derivative gains and other income, net

 

(2,539

)

 

 

(1,734

)

 

 

(3,493

)

 

 

(4,771

)

Income before income taxes

 

31,916

 

 

 

40,444

 

 

 

59,888

 

 

 

74,155

 

Income tax expense

 

13,437

 

 

 

15,348

 

 

 

23,183

 

 

 

29,542

 

Equity in net loss of unconsolidated affiliates

 

520

 

 

 

815

 

 

 

272

 

 

 

911

 

Net income

 

17,959

 

 

 

24,281

 

 

 

36,433

 

 

 

43,702

 

Less: net income attributable to noncontrolling interest

 

96

 

 

 

547

 

 

 

828

 

 

 

1,695

 

Net income attributable to ADS

 

17,863

 

 

 

23,734

 

 

 

35,605

 

 

 

42,007

 

Accretion of redeemable noncontrolling interest

 

-

 

 

 

(380

)

 

 

-

 

 

 

(742

)

Dividends to redeemable convertible preferred stockholders

 

(470

)

 

 

(415

)

 

 

(959

)

 

 

(840

)

Dividends paid to unvested restricted stockholders

 

(16

)

 

 

(24

)

 

 

(35

)

 

 

(54

)

Net income available to common stockholders and participating securities

 

17,377

 

 

 

22,915

 

 

 

34,611

 

 

 

40,371

 

Undistributed income allocated to participating securities

 

(1,397

)

 

 

(2,040

)

 

 

(2,830

)

 

 

(3,563

)

Net income available to common stockholders

$

15,980

 

 

$

20,875

 

 

$

31,781

 

 

$

36,808

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

55,269

 

 

 

54,429

 

 

 

55,286

 

 

 

54,250

 

Diluted

 

55,893

 

 

 

55,276

 

 

 

55,953

 

 

 

55,115

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.29

 

 

$

0.38

 

 

$

0.57

 

 

$

0.68

 

Diluted

$

0.29

 

 

$

0.38

 

 

$

0.57

 

 

$

0.67

 

Cash dividends declared per share

$

0.07

 

 

$

0.06

 

 

$

0.14

 

 

$

0.12

 

 

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ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

 

 

As of

 

(Amounts in thousands)

September 30,

2017

 

 

March 31,

2017

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash

$

11,183

 

 

$

6,450

 

Receivables

 

279,711

 

 

 

168,943

 

Inventories

 

214,283

 

 

 

258,430

 

Other current assets

 

7,161

 

 

 

6,743

 

Total current assets

 

512,338

 

 

 

440,566

 

Property, plant and equipment, net

 

410,271

 

 

 

406,858

 

Other assets:

 

 

 

 

 

 

 

Goodwill

 

103,380

 

 

 

100,566

 

Intangible assets, net

 

48,429

 

 

 

51,758

 

Other assets

 

35,691

 

 

 

46,537

 

Total assets

$

1,110,109

 

 

$

1,046,285

 

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Current maturities of debt obligations

$

26,818

 

 

$

37,789

 

Current maturities of capital lease obligations

 

21,949

 

 

 

21,450

 

Accounts payable

 

93,944

 

 

 

121,922

 

Current portion of liability-classified stock-based awards

 

-

 

 

 

11,926

 

Other accrued liabilities

 

71,611

 

 

 

54,460

 

Accrued income taxes

 

12,209

 

 

 

8,207

 

Total current liabilities

 

226,531

 

 

 

255,754

 

Long-term debt obligations

 

358,047

 

 

 

310,849

 

Long-term capital lease obligations

 

60,934

 

 

 

58,710

 

Deferred tax liabilities

 

42,971

 

 

 

44,007

 

Other liabilities

 

22,868

 

 

 

26,530

 

Total liabilities

 

711,351

 

 

 

695,850

 

Mezzanine equity:

 

 

 

 

 

 

 

Redeemable convertible preferred stock

 

296,410

 

 

 

302,814

 

Deferred compensation — unearned ESOP shares

 

(194,192

)

 

 

(198,216

)

Redeemable noncontrolling interest in subsidiaries

 

8,682

 

 

 

8,227

 

Total mezzanine equity

 

110,900

 

 

 

112,825

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock

 

12,393

 

 

 

12,393

 

Paid-in capital

 

778,548

 

 

 

755,787

 

Common stock in treasury, at cost

 

(442,787

)

 

 

(436,984

)

Accumulated other comprehensive loss

 

(19,442

)

 

 

(24,815

)

Retained deficit

 

(56,746

)

 

 

(83,678

)

Total ADS stockholders’ equity

 

271,966

 

 

 

222,703

 

Noncontrolling interest in subsidiaries

 

15,892

 

 

 

14,907

 

Total stockholders’ equity

 

287,858

 

 

 

237,610

 

Total liabilities, mezzanine equity and stockholders’ equity

$

1,110,109

 

 

$

1,046,285

 

 

 

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ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

 

Six Months Ended September 30,

 

(Amounts in thousands)

2017

 

 

2016

 

Cash Flow from Operating Activities

 

 

 

 

 

 

 

Net income

$

36,433

 

 

$

43,702

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

37,941

 

 

 

36,036

 

Deferred income taxes

 

(801

)

 

 

1,829

 

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

 

8,544

 

 

 

939

 

ESOP and stock-based compensation

 

8,709

 

 

 

11,217

 

Amortization of deferred financing charges

 

550

 

 

 

702

 

Fair market value adjustments to derivatives

 

(590

)

 

 

(9,060

)

Equity in net loss of unconsolidated affiliates

 

272

 

 

 

911

 

Other operating activities

 

12,078

 

 

 

657

 

Changes in working capital:

 

 

 

 

 

 

 

Receivables

 

(111,463

)

 

 

(31,113

)

Inventories

 

46,205

 

 

 

5,781

 

Prepaid expenses and other current assets

 

256

 

 

 

(3,570

)

Accounts payable, accrued expenses, and other liabilities

 

(9,745

)

 

 

(12,455

)

Net cash provided by operating activities

 

28,389

 

 

 

45,576

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Capital expenditures

 

(27,035

)

 

 

(23,796

)

Cash paid for acquisitions, net of cash acquired

 

(1,990

)

 

 

-

 

Other investing activities

 

(411

)

 

 

(622

)

Net cash used in investing activities

 

(29,436

)

 

 

(24,418

)

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Proceeds from Revolving Credit Facility

 

335,950

 

 

 

235,600

 

Payments on Revolving Credit Facility

 

(273,650

)

 

 

(207,900

)

Payments on Term Loan

 

(72,500

)

 

 

(5,000

)

Proceeds from Senior Notes

 

75,000

 

 

 

-

 

Payments on Senior Notes

 

(25,000

)

 

 

(25,000

)

Debt issuance costs

 

(2,268

)

 

 

-

 

Payments of notes, mortgages and other debt

 

(1,450

)

 

 

(430

)

Payments on capital lease obligations

 

(12,217

)

 

 

(10,810

)

Cash dividends paid

 

(8,673

)

 

 

(7,338

)

Proceeds from exercise of stock options

 

100

 

 

 

2,687

 

Repurchase of common stock

 

(7,947

)

 

 

-

 

Other financing activities

 

(1,171

)

 

 

(620

)

Net cash provided by (used in) financing activities

 

6,174

 

 

 

(18,811

)

Effect of exchange rate changes on cash

 

(394

)

 

 

(98

)

Net change in cash

 

4,733

 

 

 

2,249

 

Cash at beginning of period

 

6,450

 

 

 

6,555

 

Cash at end of period

$

11,183

 

 

$

8,804

 

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Selected Financial Data

The following tables set forth net sales by reportable segment for the three and six months ended September 30, 2017 and 2016, respectively.

Three Months Ended

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

(Amounts in thousands

September 30,

 

 

%

 

 

September 30,

 

 

%

 

except percentages)

2017

 

 

2016

 

 

Variance

 

 

2017

 

 

2016

 

 

Variance

 

Domestic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

$

253,486

 

 

$

222,026

 

 

 

14.2

%

 

$

479,677

 

 

$

445,336

 

 

 

7.7

%

Allied Products

 

98,398

 

 

 

89,747

 

 

 

9.6

%

 

 

191,704

 

 

 

179,200

 

 

 

7.0

%

Domestic net sales

$

351,884

 

 

$

311,773

 

 

 

12.9

%

 

$

671,381

 

 

$

624,536

 

 

 

7.5

%

International

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

$

38,204

 

 

$

38,910

 

 

 

(1.8

%)

 

$

67,973

 

 

$

73,282

 

 

 

(7.2

%)

Allied Products

 

10,961

 

 

 

10,102

 

 

 

8.5

%

 

 

20,054

 

 

 

20,543

 

 

 

(2.4

%)

International net sales

$

49,165

 

 

$

49,012

 

 

 

0.3

%

 

$

88,027

 

 

$

93,825

 

 

 

(6.2

%)

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

$

291,690

 

 

$

260,936

 

 

 

11.8

%

 

$

547,650

 

 

$

518,618

 

 

 

5.6

%

Allied Products

 

109,359

 

 

 

99,849

 

 

 

9.5

%

 

 

211,758

 

 

 

199,743

 

 

 

6.0

%

Net sales

$

401,049

 

 

$

360,785

 

 

 

11.2

%

 

$

759,408

 

 

$

718,361

 

 

 

5.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 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-

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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

 

 

Six Months Ended

 

 

September 30,

 

 

September 30,

 

(Amounts in thousands)

2017

 

 

2016

 

 

2017

 

 

2016

 

Net income

$

17,959

 

 

$

24,281

 

 

$

36,433

 

 

$

43,702

 

Depreciation and amortization

 

19,720

 

 

 

18,010

 

 

 

37,941

 

 

 

36,036

 

Interest expense

 

5,055

 

 

 

4,546

 

 

 

9,534

 

 

 

9,330

 

Income tax expense

 

13,437

 

 

 

15,348

 

 

 

23,183

 

 

 

29,542

 

EBITDA

 

56,171

 

 

 

62,185

 

 

 

107,091

 

 

 

118,610

 

Derivative fair value adjustments

 

(781

)

 

 

(4,153

)

 

 

(590

)

 

 

(9,060

)

Foreign currency transaction (gains) losses

 

(1,579

)

 

 

685

 

 

 

(2,448

)

 

 

(1,077

)

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

 

5,121

 

 

 

737

 

 

 

8,544

 

 

 

939

 

Unconsolidated affiliates interest, tax, depreciation and amortization

 

715

 

 

 

802

 

 

 

1,423

 

 

 

1,580

 

Contingent consideration remeasurement

 

6

 

 

 

33

 

 

 

32

 

 

 

57

 

Stock-based compensation expense (benefit)

 

1,810

 

 

 

(2,908

)

 

 

3,500

 

 

 

6,112

 

ESOP deferred stock-based compensation

 

2,595

 

 

 

2,368

 

 

 

5,209

 

 

 

5,105

 

Executive retirement benefits

 

894

 

 

 

79

 

 

 

909

 

 

 

158

 

Transaction costs

 

890

 

 

 

-

 

 

 

1,057

 

 

 

-

 

Restatement-related costs

 

1,042

 

 

 

5,773

 

 

 

2,502

 

 

 

14,985

 

Adjusted EBITDA

$

66,884

 

 

$

65,601

 

 

$

127,229

 

 

$

137,409

 

Reconciliation of Segment Adjusted EBITDA to Net Income

Three Months Ended September 30,

 

 

2017

 

 

2016

 

(Amounts in thousands)

Domestic

 

 

International

 

 

Domestic

 

 

International

 

Net income

$

16,932

 

 

$

1,027

 

 

$

21,049

 

 

$

3,232

 

Depreciation and amortization

 

17,658

 

 

 

2,062

 

 

 

15,829

 

 

 

2,181

 

Interest expense

 

4,971

 

 

 

84

 

 

 

4,436

 

 

 

110

 

Income tax expense

 

12,185

 

 

 

1,252

 

 

 

13,824

 

 

 

1,524

 

EBITDA

 

51,746

 

 

 

4,425

 

 

 

55,138

 

 

 

7,047

 

Derivative fair value adjustments

 

(781

)

 

 

-

 

 

 

(4,153

)

 

 

-

 

Foreign currency transaction (gains) losses

 

-

 

 

 

(1,579

)

 

 

-

 

 

 

685

 

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

 

4,994

 

 

 

127

 

 

 

512

 

 

 

225

 

Unconsolidated affiliates interest, tax, depreciation and amortization

 

277

 

 

 

438

 

 

 

272

 

 

 

530

 

Contingent consideration remeasurement

 

6

 

 

 

-

 

 

 

33

 

 

 

-

 

Stock-based compensation expense (benefit)

 

1,810

 

 

 

-

 

 

 

(2,908

)

 

 

-

 

ESOP deferred stock-based compensation

 

2,595

 

 

 

-

 

 

 

2,368

 

 

 

-

 

Executive retirement benefits

 

894

 

 

 

-

 

 

 

79

 

 

 

-

 

Transaction costs

 

890

 

 

 

-

 

 

 

-

 

 

 

-

 

Restatement-related costs

 

1,042

 

 

 

-

 

 

 

5,773

 

 

 

-

 

Adjusted EBITDA(a)

$

63,473

 

 

$

3,411

 

 

$

57,114

 

 

$

8,487

 

 

(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.

 

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Six Months Ended September 30,

 

 

2017

 

 

2016

 

(Amounts in thousands)

Domestic

 

 

International

 

 

Domestic

 

 

International

 

Net income

$

32,082

 

 

$

4,351

 

 

$

36,471

 

 

$

7,231

 

Depreciation and amortization

 

33,921

 

 

 

4,020

 

 

 

31,507

 

 

 

4,529

 

Interest expense

 

9,356

 

 

 

178

 

 

 

9,109

 

 

 

221

 

Income tax expense

 

21,700

 

 

 

1,483

 

 

 

25,977

 

 

 

3,565

 

EBITDA

 

97,059

 

 

 

10,032

 

 

 

103,064

 

 

 

15,546

 

Derivative fair value adjustments

 

(590

)

 

 

-

 

 

 

(9,060

)

 

 

-

 

Foreign currency translation (gains)

 

-

 

 

 

(2,448

)

 

 

-

 

 

 

(1,077

)

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

 

8,313

 

 

 

231

 

 

 

782

 

 

 

157

 

Unconsolidated affiliates interest, tax, depreciation and amortization

 

571

 

 

 

852

 

 

 

551

 

 

 

1,029

 

Contingent consideration remeasurement

 

32

 

 

 

-

 

 

 

57

 

 

 

-

 

Stock-based compensation expense

 

3,500

 

 

 

-

 

 

 

6,112

 

 

 

-

 

ESOP deferred stock-based compensation

 

5,209

 

 

 

-

 

 

 

5,105

 

 

 

-

 

Executive retirement benefits

 

909

 

 

 

-

 

 

 

158

 

 

 

-

 

Transaction costs

 

1,057

 

 

 

-

 

 

 

-

 

 

 

-

 

Restatement-related costs

 

2,502

 

 

 

-

 

 

 

14,985

 

 

 

-

 

Adjusted EBITDA(a)

$

118,562

 

 

$

8,667

 

 

$

121,754

 

 

$

15,655

 

 

(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.

 

Reconciliation of Free Cash Flow to Cash flow from Operating Activities

 

  

Six Months Ended September 30,

 

(Amounts in thousands)

2017

 

 

2016

 

Net cash provided by operating activities

$

28,389

 

 

$

45,576

 

Capital expenditures

 

(27,035

)

 

 

(23,796

)

Free cash flow

$

1,354

 

 

$

21,780

 

 


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

 

  

Three Months Ended

 

 

Six Months Ended

 

 

September 30,

 

 

September 30,

 

(Amounts in thousands, except per share data)

2017

 

 

2016

 

 

2017

 

 

2016

 

Net income available to common stockholders

$

15,980

 

 

$

20,875

 

 

$

31,781

 

 

$

36,808

 

Weighted average common shares outstanding - Basic

 

55,269

 

 

 

54,429

 

 

 

55,286

 

 

 

54,250

 

Net income per share – Basic

$

0.29

 

 

$

0.38

 

 

$

0.57

 

 

$

0.68

 

Adjustments to net income available to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accretion of redeemable non-controlling interest in subsidiaries

 

-

 

 

 

380

 

 

 

-

 

 

 

742

 

Dividends to redeemable convertible preferred stockholders

 

470

 

 

 

415

 

 

 

959

 

 

 

840

 

Dividends paid to unvested restricted stockholders

 

16

 

 

 

24

 

 

 

35

 

 

 

54

 

Undistributed income allocated to participating securities

 

1,397

 

 

 

2,040

 

 

 

2,830

 

 

 

3,563

 

Total adjustments to net income available to common stockholders

 

1,883

 

 

 

2,859

 

 

 

3,824

 

 

 

5,199

 

Net income attributable to ADS

 

17,863

 

 

 

23,734

 

 

 

35,605

 

 

 

42,007

 

Adjustments to net income attributable to ADS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of ESOP compensation related to redeemable convertible preferred stock

 

2,595

 

 

 

2,368

 

 

 

5,209

 

 

 

5,105

 

Adjusted net income — (Non-GAAP)

$

20,458

 

 

$

26,102

 

 

$

40,814

 

 

$

47,110

 

Weighted Average Common Shares Outstanding — Basic

 

55,269

 

 

 

54,429

 

 

 

55,286

 

 

 

54,250

 

Adjustments to weighted average common shares outstanding — Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unvested restricted shares

 

223

 

 

 

56

 

 

 

240

 

 

 

67

 

Redeemable convertible preferred shares

 

18,353

 

 

 

18,901

 

 

 

18,470

 

 

 

18,983

 

Weighted Average Common Shares Outstanding - Fully Converted (Non-GAAP)

 

73,845

 

 

 

73,386

 

 

 

73,996

 

 

 

73,300

 

Adjusted Earnings per Fully Converted Share (Non-GAAP)

$

0.28

 

 

$

0.36

 

 

$

0.55

 

 

$

0.64

 

For more information, please contact:

Michael Higgins

Director, Investor Relations and Business Strategy

(614) 658-0050

Mike.higgins@ads-pipe.com

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