Attached files

file filename
8-K - CURRENT REPORT - ADVANCED DRAINAGE SYSTEMS, INC.d307276d8k.htm
EX-99.3 - EX-99.3 - ADVANCED DRAINAGE SYSTEMS, INC.d307276dex993.htm
EX-99.2 - EX-99.2 - ADVANCED DRAINAGE SYSTEMS, INC.d307276dex992.htm

Exhibit 99.1

ADVANCED DRAINAGE SYSTEMS ANNOUNCES FISCAL YEAR 2016 UNAUDITED RESULTS

HILLIARD, Ohio – (June 7, 2016) – 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 on an unaudited basis for the fiscal year ended March 31, 2016.

Fiscal Year Ended March 31, 2016 Highlights

 

    Net sales increased 9.3% to $1.289 billion

 

    Net income of $26.1 million compared to $12.8 million in fiscal year 2015

 

    Adjusted EBITDA (Non-GAAP) of $185.9 million compared to $143.8 million in fiscal year 2015

 

    Cash flow from operating activities of $134.8 million compared to $74.4 million in fiscal year 2015

 

    Free cash flow (Non-GAAP) of $89.9 million compared to $42.3 million in fiscal year 2015

Joe Chlapaty, Chairman and Chief Executive Officer of ADS commented, “In fiscal year 2016, we experienced net sales growth of 9.3% compared to fiscal year 2015, driven primarily by healthy conversion and favorable weather conditions in the majority of our end markets, as well as contributions from the Ideal Pipe acquisition. Our sales were particularly strong in the second half of the fiscal year, as we generated net sales growth of 11.8% in the third quarter and 17.9% in the fourth quarter, more than offsetting a slower-than-expected start to the year. Our strong second half performance reflected significant growth in our Allied Products and healthy Pipe sales, as we continued to gain market share by capitalizing on conversion opportunities. Our performance in the domestic construction markets was also strong, as we grew 10.6% for the year compared to the estimated market growth of only 5%.”

Chlapaty continued, “We are pleased with our full year 2016 results and continue to see significant opportunity for further growth and operating leverage as we look ahead to 2017 and beyond. We currently expect the momentum that we experienced in the second half of the year to continue into fiscal year 2017, complemented by favorable raw material and energy costs. We remain confident in our ability to generate above-market growth across all of our end markets as we execute our growth strategy of conversion from alternative materials with our broad portfolio of Pipe and Allied Products.”

Fiscal Year 2016 Results

Gross profit increased $74.5 million, or 36.2 %, to $280.7 million for fiscal year 2016, compared to $206.1 million for the prior fiscal year. As a percentage of net sales, gross profit was 21.8%, compared to 17.5%, for the prior fiscal year. The increase in gross profit was largely attributed to increased revenues combined with lower raw material and transportation costs.

The Company reported Adjusted EBITDA (Non-GAAP) of $185.9 million in the full fiscal year 2016 compared to Adjusted EBITDA of $143.8 million in the prior fiscal year, an increase of 29.3%. As a percentage of net sales, Adjusted EBITDA was 14.4% for the fiscal year 2016 compared to 12.2% in the prior fiscal year. The increase in Adjusted EBITDA was largely attributed to the factors mentioned above offset by settlement losses on hedge positions primarily related to polypropylene resins.


Adjusted Earnings per fully converted share (Non-GAAP) for the fiscal year 2016 was $0.42 per share based on weighted average fully converted shares of 73.5 million, improved from an adjusted earnings per fully converted share of $0.29 per share for the prior year.

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.”

For fiscal year 2016, the Company recorded net cash provided by operating activities of $134.8 million compared to $74.4 million for the same period last year. Long Term Debt was $350.2 million as of March 31, 2016, a reduction of $49.7 million from March 31, 2015.

Fiscal Year 2017 Outlook

Based on current visibility, backlog of existing orders and business trends, the Company provided its financial targets for fiscal year 2017. Net sales for fiscal year 2017 are forecasted to be in the range of $1.330 billion to $1.380 billion, while the outlook for Adjusted EBITDA (Non-GAAP) is expected to be in the range of $205 million to $230 million. Capital expenditures are expected to be approximately $50-55 million.

Scott Cottrill, Executive Vice President and Chief Financial Officer of ADS, commented, “Our guidance for fiscal year 2017 reflects anticipated overall domestic end market growth of 4% to 7% in our construction related end markets and a decline of 5% to 12% in the agriculture market. In addition, international net sales are expected to be relatively soft, driven by weakness in the Mexican economy and flat sales in Canada due to a weaker agriculture market that we believe will offset growth in our construction markets. Adjusted EBITDA is forecasted to improve by 10% to 24% driven by higher sales volumes, as well as a favorable cost environment due to lower raw material costs, partially offset by anticipated lower selling prices and higher SG&A expenses.”

Webcast Information

The Company will host an investor conference call and webcast on Tuesday, June 7, 2016 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 ADS

Advanced Drainage Systems (ADS) 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 61 manufacturing plants and 31 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-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; 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.


Financial Statements

ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

 

     Twelve Months Ended March 31,  
(Amounts in thousands, except per share data)    2016     2015  

Net sales

   $ 1,289,483      $ 1,180,073   

Cost of goods sold

     1,008,831        973,960   
  

 

 

   

 

 

 

Gross profit

     280,652        206,113   

Operating expenses:

    

Selling

     87,205        78,981   

General and administrative

     101,353        58,749   

Loss on disposal of assets or businesses

     812        362   

Intangible amortization

     9,223        9,754   
  

 

 

   

 

 

 

Income from operations

     82,059        58,267   

Other expense:

    

Interest expense

     18,460        19,368   

Derivative losses and other expense, net

     17,136        14,370   
  

 

 

   

 

 

 

Income before income taxes

     46,463        24,529   

Income tax expense

     19,087        9,443   

Equity in net loss of unconsolidated affiliates

     1,234        2,335   
  

 

 

   

 

 

 

Net income

     26,142        12,751   

Less net income attributable to noncontrolling interest

     5,515        4,131   
  

 

 

   

 

 

 

Net income attributable to ADS

     20,627        8,620   
  

 

 

   

 

 

 

Change in fair value of Redeemable convertible preferred stock

     —          (11,054

Accretion of Redeemable noncontrolling interest

     (932     —     

Dividends to Redeemable convertible preferred stockholders

     (1,425     (661

Dividends paid to unvested restricted stockholders

     (24     (11
  

 

 

   

 

 

 

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

     18,246        (3,106

Undistributed income allocated to participating securities

     (796     —    
  

 

 

   

 

 

 

Net income (loss) available to common stockholders

   $ 17,450      $ (3,106
  

 

 

   

 

 

 

Weighted average common shares outstanding:

    

Basic

     53,978        51,344   

Diluted

     61,378        51,344   

Net income (loss) per share:

    

Basic

   $ 0.32      $ (0.06

Diluted

   $ 0.30      $ (0.06

Cash dividends declared per share

   $ 0.05      $ 0.08   


ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited)

 

     Fiscal Year Ended March 31,  
(Amounts in thousands, except par value)    2016     2015  

ASSETS

    

Current assets:

    

Cash

   $ 4,492      $ 3,623   

Receivables

     189,274        154,294   

Inventories

     237,691        269,842   

Deferred income taxes and other current assets

     7,093        18,972   
  

 

 

   

 

 

 

Total current assets

     438,550        446,731   

Property, plant and equipment, net

     391,744        377,067   

Other assets:

    

Goodwill

     100,885        98,679   

Intangible assets, net

     59,869        58,055   

Other assets

     49,955        61,167   
  

 

 

   

 

 

 

Total assets

   $ 1,041,003      $ 1,041,699   
  

 

 

   

 

 

 

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Current maturities of debt obligations

   $ 35,870      $ 9,580   

Current maturities of capital lease obligations

     19,231        15,731   

Accounts payable

     117,764        111,893   

Other accrued liabilities

     69,819        54,349   

Accrued income taxes

     4,524        6,041   
  

 

 

   

 

 

 

Total current liabilities

     247,208        197,594   

Long-term debt obligation

     315,345        390,315   

Long-term capital lease obligations

     56,809        45,503   

Deferred tax liabilities

     54,914        65,088   

Other liabilities

     28,912        28,602   
  

 

 

   

 

 

 

Total liabilities

     703,188        727,102   

Commitments and contingencies

    

Mezzanine equity:

    

Redeemable convertible preferred stock

     310,240        320,490   

Deferred compensation — unearned ESOP shares

     (205,664     (212,469

Redeemable noncontrolling interest in subsidiaries

     7,697        —    
  

 

 

   

 

 

 

Total mezzanine equity

     112,273        108,021   

Stockholders’ equity:

    

Common stock

     12,393        12,393   

Paid-in capital

     715,334        700,977   

Common stock in treasury, at cost

     (441,197     (445,065

Accumulated other comprehensive loss

     (21,261     (15,521

Retained deficit

     (54,234     (62,621
  

 

 

   

 

 

 

Total ADS stockholders’ equity

     211,035        190,163   

Noncontrolling interest in subsidiaries

     14,507        16,413   
  

 

 

   

 

 

 

Total stockholders’ equity

     225,542        206,576   
  

 

 

   

 

 

 

Total liabilities, mezzanine equity and stockholders’ equity

   $ 1,041,003      $ 1,041,699   
  

 

 

   

 

 

 


ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

     Fiscal Year Ended March 31,  
     2016     2015  

Cash Flows from Operating Activities

    

Net cash provided by operating activities

   $ 134,757      $ 74,379   
  

 

 

   

 

 

 

Cash Flows from Investing Activities

    

Capital expenditures

     (40,964     (31,479

Proceeds from disposition of assets or businesses

     —          538   

Cash paid for acquisitions, net of cash acquired

     (3,188     (36,385

Investment in unconsolidated affiliates

     —          (7,566

Additions of capitalized software

     (3,924     (601

Proceeds from note receivable to related party

     3,854        —     

Issuance of note receivable to related party

     (3,854     —     

Other investing activities

     (888     (600
  

 

 

   

 

 

 

Net cash used in investing activities

     (48,964     (76,093
  

 

 

   

 

 

 

Cash Flows from Financing Activities

    

Proceeds from Revolving Credit Facility

     409,100        389,200   

Payments on Revolving Credit Facility

     (448,200     (432,200

Payments on Term Loan

     (8,750     (6,250

Proceeds from notes, mortgages, and other debt

     6,378        —     

Payments of notes, mortgages, and other debt

     (7,208     (4,903

Payments on CSV life insurance policies

     —          (872

Payments on capital lease obligation

     (19,780     (9,278

Payments for deferred initial public offering costs

     —          (6,479

Proceeds from initial public offering of common stock, net of underwriter discounts and commissions

     —          79,131   

Cash dividends paid

     (16,240     (7,869

Purchase of treasury stock – common

     —          (3

Other financing activities

     647        1,314   
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     (84,053     1,791   
  

 

 

   

 

 

 

Effect of exchange rate changes on cash

     (871     (385
  

 

 

   

 

 

 

Net change in cash

     869        (308

Cash at beginning of year

     3,623        3,931   
  

 

 

   

 

 

 

Cash at end of year

   $ 4,492      $ 3,623   
  

 

 

   

 

 

 


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 a reconciliation of net income with Adjusted EBITDA as originally reported, and the impact of the restatement adjustments identified to date on Adjusted EBITDA.

Free Cash Flow is a non-GAAP financial measure that comprises cash flow from operations less capital expenditures and expenditures for capitalized software. 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 and Weighted average common shares outstanding – Basic, the most comparable GAAP measures. To effect this adjustment, we have (1) removed the accretion of Redeemable noncontrolling interest, (2) removed the adjustment for the change in fair value of Redeemable convertible preferred stock classified as mezzanine equity from the numerator of the Net income per share - Basic computation, (3) added back the dividends to Redeemable convertible preferred stockholders and dividends paid to unvested restricted stockholders, (4) made corresponding adjustments to the amount allocated to participating securities under the two-class earnings per share computation method, and (5) 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-GAAP) is included because it is a key metric used by management and our board of directors to assess our financial performance.


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 Earnings per Share, the most comparable GAAP measures, for each of the periods indicated:

Reconciliation of Adjusted EBITDA to Net Income

 

     Twelve Months Ended March 31,  
(Amounts in thousands)    2016      2015  

Net income

   $ 26,142       $ 12,751   

Depreciation and amortization

     72,264         65,472   

Interest expense

     18,460         19,368   

Income tax expense

     19,087         9,443   
  

 

 

    

 

 

 

EBITDA

     135,953         107,034   

Derivative fair value adjustments

     3,377         7,746   

Foreign currency transaction losses

     563         5,404   

Loss on disposal of assets or businesses

     812         362   

Unconsolidated affiliates interest, tax, depreciation and amortization

     3,215         3,585   

Contingent consideration remeasurement

     309         174   

Share-based compensation

     2,944         5,880   

ESOP deferred stock based compensation

     10,250         12,144   

Loss related to BaySaver step acquisition

     490         —     

Restatement costs

     27,970         —     

Transaction costs

     —           1,448   
  

 

 

    

 

 

 

Adjusted EBITDA

   $ 185,883       $ 143,777   
  

 

 

    

 

 

 

Reconciliation of Free cash flow to Cash flow from operations

 

     Twelve Months Ended March 31,  
(Amounts in thousands)    2016      2015  

Cash flow from operating activities

   $ 134,757       $ 74,379   

Capital expenditures

     (40,964      (31,479

Additions to capitalized software

     (3,924      (601
  

 

 

    

 

 

 

Free cash flow

   $ 89,869       $ 42,299   
  

 

 

    

 

 

 


Reconciliation of Adjusted Earnings per Fully Converted Share (non-GAAP) to Net Income (Loss) Available to Common Stockholders

 

     Twelve Months Ended March 31,  
(Amounts in thousands, except per share data)    2016      2015  

Net income (loss) available to common stockholders

   $ 17,450       $  (3,106)   

Adjustments to net loss (income) available to common stockholders:

     

Accretion of Redeemable noncontrolling interest

     932         —     

Change in fair value of Redeemable convertible preferred stock

     —           11,054   

Dividends to Redeemable convertible preferred stockholders

     1,425         661   

Dividends paid to unvested restricted stockholders

     24         11   

Undistributed income allocated to participating securities

     796         —     
  

 

 

    

 

 

 

Total adjustments to net (loss) income available to common stockholders

     3,177         11,726   
  

 

 

    

 

 

 

Net income attributable to ADS

   $ 20,627       $ 8,620   
  

 

 

    

 

 

 

Adjustments to net income attributable to ADS:

     

Fair value of ESOP compensation related to Redeemable convertible preferred stock

     10,250         12,144   
  

 

 

    

 

 

 

Adjusted net income — (Non-GAAP)

   $ 30,877       $ 20,764   
  

 

 

    

 

 

 

Weighted Average Common Shares Outstanding — Basic

     53,978         51,344   

Adjustments to Weighted Average Common Shares Outstanding — Basic

     

Unvested restricted shares

     123         228   

Redeemable convertible preferred shares

     19,399         20,029   
  

 

 

    

 

 

 

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

     73,500         71,601   

Adjusted Earnings per Fully Converted Share (Non-GAAP)

   $ 0.42       $ 0.29   
  

 

 

    

 

 

 

For more information, please contact:

Michael Higgins

(614) 658-0050

Mike.Higgins@

ads-pipe.com