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EX-99.4 - EX-99.4 ANNOUNCEMENT - ADVANCED DRAINAGE SYSTEMS, INC.wms-ex994_45.htm
8-K - 8-K 1Q RESULTS - ADVANCED DRAINAGE SYSTEMS, INC.wms-8k_20170630.htm
EX-99.3 - EX-99.3 DIVIDEND - ADVANCED DRAINAGE SYSTEMS, INC.wms-ex993_8.htm
EX-99.2 - EX-99.2 PRESENTATION - ADVANCED DRAINAGE SYSTEMS, INC.wms-ex992_157.htm

Exhibit 99.1

ADVANCED DRAINAGE SYSTEMS ANNOUNCES FIRST QUARTER FISCAL 2018 RESULTS

HILLIARD, Ohio – (August 3, 2017) – Advanced Drainage Systems, Inc. (NYSE: WMS) (“ADS” or the “Company”), a leading global manufacturer of water management products and solutions for commercial, residential, infrastructure and agricultural applications, today announced financial results for the fiscal first quarter ended June 30, 2017.

 

First Quarter Fiscal 2018 Highlights

Net sales of $358.4 million compared to $357.6 million in prior year

Net income of $18.5 million compared to $19.4 million in prior year

Adjusted EBITDA (Non-GAAP) of $60.3 million compared to $71.8 million in prior year

Cash flow from operating activities of $(16.5) million compared to $(0.1) million in prior year

Free cash flow (Non-GAAP) of $(34.5) million compared to $(12.7) million in prior year

Joe Chlapaty, Chairman and Chief Executive Officer of ADS commented, “From a top-line perspective, we saw 4% growth in our core domestic construction markets against a strong comparison to the first quarter of fiscal 2017. Margin pressure in the quarter was driven by material cost and pricing headwinds, which we anticipate will be partially offset in the second half of the year.”

Chlapaty continued, “We exit the first quarter positioned for growth in fiscal 2018. Our performance in our core construction markets is expected to continue to drive growth throughout the remainder of the fiscal year, driven by solid demand, continued success with our conversion strategies as well as growth of our HP product family and key Allied products. We are equally committed to improving our margin profile through performance improvement initiatives focused on operational and customer excellence as well as near-term steps to reduce our cost structure to better align with the current market conditions, both of which we believe will help to improve our margins over the near and long term. We will continue to capitalize on our leading market position to deliver above-market growth and operating leverage over time.”

 

Fiscal First Quarter 2018 Results compared to Fiscal First Quarter 2017 Results


Net sales increased 0.2% to $358.4 million, as compared to $357.6 million in the prior year. Domestic net sales increased 2.2% to $319.5 million as compared to $312.8 million in the prior year, driven by construction market demand, offset by decline in the agricultural market. International net sales decreased 13.3% to $38.9 million as compared to $44.8 million in the prior year.

 

Gross profit decreased 10.2% to $86.7 million, as compared to $96.6 million the prior year. As a percentage of net sales, gross profit decreased 280 basis points to 24.2% compared to 27.0% in the prior year, primarily due to increases in material cost and pricing headwinds in the domestic and Canadian agricultural markets and Mexico.

 

General and administrative expenses decreased 22.7% to $26.7 million, as compared to $34.5 million in the prior year. The decrease in general and administrative expenses is primarily due to decreases of $7.0 million in stock-based compensation and $7.7 million in restatement related costs compared to the prior year. These decreases were partially offset by an increase of $5.1 million in professional fees and an increase of $1.4 million in salaries and benefits compared to the prior year.

 

Adjusted EBITDA (Non-GAAP) decreased 16.0% to $60.3 million, as compared to $71.8 million in the prior year. As a percentage of net sales, Adjusted EBITDA decreased to 16.8% as compared to 20.1% in the prior year. The decrease in Adjusted EBITDA was largely attributed to the factors mentioned above.

 

Adjusted Earnings Per Fully Converted Share (Non-GAAP) was $0.27 based on weighted average fully converted shares of 74.1 million, as compared to $0.29 for the prior year on weighted average fully converted shares of 73.2 million.

 

The Company recorded net cash used in operating activities of $16.5 million, as compared to $0.1 million in the prior year. Net debt (total debt and capital lease obligations net of cash) was $479.8 million as of June 30, 2017, an increase of $57.4 million from March 31, 2017.

 

During the first quarter of fiscal 2018, the Company repurchased 400,000 shares of its common stock for a total cost of $7.9 million. As of June 30, 2017, the Company had approximately $42.1 million available under its existing share repurchase authorization.

 

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

1

 


 

 

Fiscal Year 2018 Outlook

 

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

 

Webcast Information

 

The Company will host an investor conference call and webcast on Thursday, August 3, 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-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

2

 


 

the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

3

 


 

Financial Statements

ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

 

  

Three Months Ended

 

 

June 30,

 

(Amounts in thousands, except per share data)

2017

 

 

2016

 

Net sales

$

358,359

 

 

$

357,576

 

Cost of goods sold

 

271,620

 

 

 

260,970

 

Gross profit

 

86,739

 

 

 

96,606

 

Operating expenses:

 

 

 

 

 

 

 

Selling

 

23,099

 

 

 

24,230

 

General and administrative

 

26,676

 

 

 

34,529

 

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

 

3,423

 

 

 

202

 

Intangible amortization

 

2,044

 

 

 

2,187

 

Income from operations

 

31,497

 

 

 

35,458

 

Other expense:

 

 

 

 

 

 

 

Interest expense

 

4,479

 

 

 

4,784

 

Derivative gains and other income, net

 

(954

)

 

 

(3,037

)

Income before income taxes

 

27,972

 

 

 

33,711

 

Income tax expense

 

9,746

 

 

 

14,194

 

Equity in net (income) loss of unconsolidated affiliates

 

(248

)

 

 

96

 

Net income

 

18,474

 

 

 

19,421

 

Less: net income attributable to noncontrolling interest

 

732

 

 

 

1,148

 

Net income attributable to ADS

 

17,742

 

 

 

18,273

 

Accretion of redeemable noncontrolling interest

 

-

 

 

 

(362

)

Dividends to redeemable convertible preferred stockholders

 

(489

)

 

 

(425

)

Dividends paid to unvested restricted stockholders

 

(19

)

 

 

(30

)

Net income available to common stockholders and participating securities

 

17,234

 

 

 

17,456

 

Undistributed income allocated to participating securities

 

(1,429

)

 

 

(1,524

)

Net income available to common stockholders

$

15,805

 

 

$

15,932

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

Basic

 

55,303

 

 

 

54,071

 

Diluted

 

56,010

 

 

 

54,928

 

Net income per share:

 

 

 

 

 

 

 

Basic

$

0.29

 

 

$

0.29

 

Diluted

$

0.28

 

 

$

0.29

 

Cash dividends declared per share

$

0.07

 

 

$

0.06

 

 

4

 


 

ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited)

 

As of

 

(Amounts in thousands)

June 30, 2017

 

 

March 31, 2017

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash

$

8,717

 

 

$

6,450

 

Receivables

 

215,432

 

 

 

168,943

 

Inventories

 

262,188

 

 

 

258,430

 

Other current assets

 

9,512

 

 

 

6,743

 

Total current assets

 

495,849

 

 

 

440,566

 

Property, plant and equipment, net

 

417,635

 

 

 

406,858

 

Other assets:

 

 

 

 

 

 

 

Goodwill

 

100,860

 

 

 

100,566

 

Intangible assets, net

 

50,125

 

 

 

51,758

 

Other assets

 

48,860

 

 

 

46,537

 

Total assets

$

1,113,329

 

 

$

1,046,285

 

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Current maturities of debt obligations

$

27,301

 

 

$

37,789

 

Current maturities of capital lease obligations

 

21,946

 

 

 

21,450

 

Accounts payable

 

107,131

 

 

 

121,922

 

Current portion of liability-classified stock-based awards

 

-

 

 

 

11,926

 

Other accrued liabilities

 

59,523

 

 

 

54,460

 

Accrued income taxes

 

12,910

 

 

 

8,207

 

Total current liabilities

 

228,811

 

 

 

255,754

 

Long-term debt obligations

 

377,712

 

 

 

310,849

 

Long-term capital lease obligations

 

61,521

 

 

 

58,710

 

Deferred tax liabilities

 

43,753

 

 

 

44,007

 

Other liabilities

 

23,484

 

 

 

26,530

 

Total liabilities

 

735,281

 

 

 

695,850

 

Mezzanine equity:

 

 

 

 

 

 

 

Redeemable convertible preferred stock

 

298,357

 

 

 

302,814

 

Deferred compensation — unearned ESOP shares

 

(196,204

)

 

 

(198,216

)

Redeemable noncontrolling interest in subsidiaries

 

8,431

 

 

 

8,227

 

Total mezzanine equity

 

110,584

 

 

 

112,825

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock

 

12,393

 

 

 

12,393

 

Paid-in capital

 

774,874

 

 

 

755,787

 

Common stock in treasury, at cost

 

(443,561

)

 

 

(436,984

)

Accumulated other comprehensive loss

 

(22,239

)

 

 

(24,815

)

Retained deficit

 

(70,289

)

 

 

(83,678

)

Total ADS stockholders’ equity

 

251,178

 

 

 

222,703

 

Noncontrolling interest in subsidiaries

 

16,286

 

 

 

14,907

 

Total stockholders’ equity

 

267,464

 

 

 

237,610

 

Total liabilities, mezzanine equity and stockholders’ equity

$

1,113,329

 

 

$

1,046,285

 

 

 

5

 


 

ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

 

  

Three Months Ended June 30,

 

(Amounts in thousands)

2017

 

 

2016

 

Cash Flow from Operating Activities

 

 

 

 

 

 

 

Net income

$

18,474

 

 

$

19,421

 

Adjustments to reconcile net income to net cash used in operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

18,221

 

 

 

18,026

 

Deferred income taxes

 

(281

)

 

 

(745

)

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

 

3,423

 

 

 

237

 

ESOP and stock-based compensation

 

4,304

 

 

 

11,757

 

Amortization of deferred financing charges

 

353

 

 

 

341

 

Fair market value adjustments to derivatives

 

191

 

 

 

(4,907

)

Equity in net (income) loss of unconsolidated affiliates

 

(248

)

 

 

96

 

Other operating activities

 

(1,656

)

 

 

293

 

Changes in working capital:

 

 

 

 

 

 

 

Receivables

 

(47,469

)

 

 

(24,858

)

Inventories

 

(2,445

)

 

 

(9,276

)

Prepaid expenses and other current assets

 

(2,547

)

 

 

(4,317

)

Accounts payable, accrued expenses, and other liabilities

 

(6,857

)

 

 

(6,200

)

Net cash used in operating activities

 

(16,537

)

 

 

(132

)

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Capital expenditures

 

(17,949

)

 

 

(12,595

)

Other investing activities

 

(254

)

 

 

(200

)

Net cash used in investing activities

 

(18,203

)

 

 

(12,795

)

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Proceeds from Revolving Credit Facility

 

212,950

 

 

 

114,000

 

Payments on Revolving Credit Facility

 

(155,750

)

 

 

(88,700

)

Payments on Term Loan

 

(72,500

)

 

 

(2,500

)

Proceeds from Senior Notes

 

75,000

 

 

 

-

 

Debt issuance costs

 

(2,268

)

 

 

-

 

Payments of notes, mortgages and other debt

 

(1,225

)

 

 

(215

)

Payments on capital lease obligations

 

(6,066

)

 

 

(5,358

)

Cash dividends paid

 

(4,353

)

 

 

(3,665

)

Proceeds from exercise of stock options

 

6

 

 

 

2,648

 

Repurchase of common stock

 

(7,947

)

 

 

-

 

Other financing activities

 

(652

)

 

 

(8

)

Net cash provided by financing activities

 

37,195

 

 

 

16,202

 

Effect of exchange rate changes on cash

 

(188

)

 

 

(662

)

Net change in cash

 

2,267

 

 

 

2,613

 

Cash at beginning of period

 

6,450

 

 

 

6,555

 

Cash at end of period

$

8,717

 

 

$

9,168

 

6

 


 

Selected Financial Data

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

 

Three Months Ended

 

 

 

 

 

 

(Amounts in thousands

June 30,

 

 

%

 

 

except percentages)

2017

 

 

2016

 

 

Variance

 

 

Domestic

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

$

226,191

 

 

$

223,310

 

 

 

1.3

%

 

Allied Products

 

93,306

 

 

 

89,453

 

 

 

4.3

%

 

Total domestic net sales

$

319,497

 

 

$

312,763

 

 

 

2.2

%

 

International

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

$

29,769

 

 

$

34,372

 

 

 

(13.4

%)

 

Allied Products

 

9,093

 

 

 

10,441

 

 

 

(12.9

%)

 

Total international net sales

$

38,862

 

 

$

44,813

 

 

 

(13.3

%)

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

$

255,960

 

 

$

257,682

 

 

 

(0.7

%)

 

Allied Products

 

102,399

 

 

 

99,894

 

 

 

2.5

%

 

Total net sales

$

358,359

 

 

$

357,576

 

 

 

0.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

7

 


 

to common stock and (2) add shares of outstanding unvested restricted stock.  Adjusted Earnings Per Fully Converted Share (non-GAAP) is a key metric used by management and our board of directors to assess our financial performance. This information is useful to investors as the preferred shares held by the ESOP are required to be distributed to our employees over time, which is done in the form of common stock after the conversion of the preferred shares. As such, this measure is included because it provides investors with information to understand the impact on the financial statements once all preferred shares are converted and distributed.

 

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

 

Reconciliation of Adjusted EBITDA to Net Income

  

Three Months Ended

 

 

June 30,

 

(Amounts in thousands)

2017

 

 

2016

 

Net income

$

18,474

 

 

$

19,421

 

Depreciation and amortization

 

18,221

 

 

 

18,026

 

Interest expense

 

4,479

 

 

 

4,784

 

Income tax expense

 

9,746

 

 

 

14,194

 

EBITDA

 

50,920

 

 

 

56,425

 

Derivative fair value adjustments

 

191

 

 

 

(4,907

)

Foreign currency transaction gains

 

(869

)

 

 

(1,762

)

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

 

3,423

 

 

 

202

 

Unconsolidated affiliates interest, tax, depreciation and amortization

 

708

 

 

 

778

 

Contingent consideration remeasurement

 

26

 

 

 

24

 

Stock-based compensation expense

 

1,690

 

 

 

9,020

 

ESOP deferred stock-based compensation

 

2,614

 

 

 

2,737

 

Expense related to executive termination payments

 

15

 

 

 

79

 

Transaction costs

 

167

 

 

 

-

 

Restatement-related costs

 

1,460

 

 

 

9,212

 

Adjusted EBITDA

$

60,345

 

 

$

71,808

 

 

Reconciliation of Segment Adjusted EBITDA to Net Income

  

Three Months Ended June 30,

 

 

2017

 

 

2016

 

(Amounts in thousands)

Domestic

 

 

International

 

 

Domestic

 

 

International

 

Net income

$

15,150

 

 

$

3,324

 

 

$

15,422

 

 

$

3,999

 

Depreciation and amortization

 

16,263

 

 

 

1,958

 

 

 

15,678

 

 

 

2,348

 

Interest expense

 

4,385

 

 

 

94

 

 

 

4,673

 

 

 

111

 

Income tax expense

 

9,515

 

 

 

231

 

 

 

12,153

 

 

 

2,041

 

EBITDA

 

45,313

 

 

 

5,607

 

 

 

47,926

 

 

 

8,499

 

Derivative fair value adjustments

 

191

 

 

 

-

 

 

 

(4,907

)

 

 

-

 

Foreign currency transaction gains

 

-

 

 

 

(869

)

 

 

-

 

 

 

(1,762

)

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

 

3,319

 

 

 

104

 

 

 

270

 

 

 

(68

)

Unconsolidated affiliates interest, tax, depreciation and amortization

 

294

 

 

 

414

 

 

 

279

 

 

 

499

 

Contingent consideration remeasurement

 

26

 

 

 

-

 

 

 

24

 

 

 

-

 

Stock-based compensation expense

 

1,690

 

 

 

-

 

 

 

9,020

 

 

 

-

 

ESOP deferred stock-based compensation

 

2,614

 

 

 

-

 

 

 

2,737

 

 

 

-

 

Expense related to executive termination payments

 

15

 

 

 

-

 

 

 

79

 

 

 

-

 

Transaction costs

 

167

 

 

 

-

 

 

 

-

 

 

 

-

 

Restatement-related costs

 

1,460

 

 

 

-

 

 

 

9,212

 

 

 

-

 

Adjusted EBITDA(a)

$

55,089

 

 

$

5,256

 

 

$

64,640

 

 

$

7,168

 

 

(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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Reconciliation of Free Cash Flow to Cash flow from Operating Activities

 

  

Three Months Ended June 30,

 

(Amounts in thousands)

2017

 

 

2016

 

Net cash used in operating activities

$

(16,537

)

 

$

(132

)

Capital expenditures

 

(17,949

)

 

 

(12,595

)

Free cash flow

$

(34,486

)

 

$

(12,727

)

 

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

 

  

Three Months Ended

 

 

June 30,

 

(Amounts in thousands, except per share data)

2017

 

 

2016

 

Net income available to common stockholders

$

15,805

 

 

$

15,932

 

Weighted average common shares outstanding - Basic

 

55,303

 

 

 

54,071

 

Net income per share – Basic

$

0.29

 

 

$

0.29

 

Adjustments to net income available to common stockholders:

 

 

 

 

 

 

 

Accretion of redeemable non-controlling interest in subsidiaries

 

-

 

 

 

362

 

Dividends to redeemable convertible preferred stockholders

 

489

 

 

 

425

 

Dividends paid to unvested restricted stockholders

 

19

 

 

 

30

 

Undistributed income allocated to participating securities

 

1,429

 

 

 

1,524

 

Total adjustments to net income available to common stockholders

 

1,937

 

 

 

2,341

 

Net income attributable to ADS

 

17,742

 

 

 

18,273

 

Adjustments to net income attributable to ADS:

 

 

 

 

 

 

 

Fair value of ESOP compensation related to redeemable convertible preferred stock

 

2,614

 

 

 

2,737

 

Adjusted net income — (Non-GAAP)

$

20,356

 

 

$

21,010

 

Weighted Average Common Shares Outstanding — Basic

 

55,303

 

 

 

54,071

 

Adjustments to weighted average common shares outstanding — Basic

 

 

 

 

 

 

 

Unvested restricted shares

 

237

 

 

 

79

 

Redeemable convertible preferred shares

 

18,589

 

 

 

19,065

 

Weighted Average Fully Converted Common Shares (Non-GAAP)

 

74,129

 

 

 

73,215

 

Adjusted Earnings per Fully Converted Share (Non-GAAP)

$

0.27

 

 

$

0.29

 

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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