Last10K.com

Advanced Drainage Systems, Inc. (WMS) SEC Filing 8-K Material Event for the period ending Sunday, December 31, 2017

Advanced Drainage Systems, Inc.

CIK: 1604028 Ticker: WMS

Exhibit 99.1

ADVANCED DRAINAGE SYSTEMS ANNOUNCES THIRD QUARTER FISCAL 2018 RESULTS

HILLIARD, Ohio – (February 8, 2018) – 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 third quarter ended December 31, 2017.

 

Third Quarter Fiscal 2018 Highlights

Net sales increased 8.9% to $320.8 million

Net income increased 223.8% to $33.2 million

Adjusted EBITDA (Non-GAAP) increased 29.0% to $56.0 million

 

Fiscal 2018 Year-to-Date Highlights

Net sales increased 6.6% to $1,080.2 million

Net income increased 29.1% to $69.6 million

Adjusted EBITDA (Non-GAAP) increased 1.3% to $183.2 million

Cash flow from operating activities increased 19.1% to $138.9 million

Free cash flow (Non-GAAP) increased 29.5% to $103.8 million

Scott Barbour, President and Chief Executive Officer of ADS commented, “We executed the fundamentals of our business well this quarter, which resulted in strong revenue growth and margin performance during the period. We once again generated above-market growth in our domestic construction markets, driven by our conversion strategy and double-digit growth of our Allied Products. Favorable pricing, product mix and solid execution drove 280 basis points of margin expansion in the quarter. Looking forward, we will continue to focus on the fundamentals and better execution across all aspects of our operations to drive sustainable improvements in our profitability over time.”

 

Third Quarter Fiscal 2018 Results


Net sales increased 8.9% to $320.8 million, as compared to $294.7 million in the prior year quarter. Domestic net sales increased 8.9% to $276.9 million as compared to $254.3 million in the prior year quarter, driven by price increases and growth in the construction markets. International net sales increased 8.8% to $44.0 million as compared to $40.4 million in the prior year quarter.

 

Gross profit increased 12.1% to $77.8 million, as compared to $69.4 million the prior year quarter. As a percentage of net sales, gross profit increased 70 basis points to 24.3% compared to 23.6% in the prior year, primarily due to price increases and product mix.

 

Adjusted EBITDA (Non-GAAP) increased 29.0% to $56.0 million, as compared to $43.4 million in the prior year quarter. As a percentage of net sales, Adjusted EBITDA increased 280 basis points to 17.5% as compared to 14.7% in the prior year. The increase in Adjusted EBITDA margin was largely attributed to the factors mentioned above.

 

The Company’s third quarter income tax expense was a $7.4 million benefit and reflected the estimated impact of the Tax Cuts & Jobs Act (“Tax Act”), including a $14.7 million benefit to income tax expense related to the revaluation of deferred tax attributes and $0.9 million income tax expense on the Company’s deemed repatriation of foreign earnings. The income tax benefit also included a $3.0 million benefit from the year-to-date impact of the change in federal statutory rate.

 

Adjusted Earnings Per Fully Converted Share (Non-GAAP) was $0.47 based on weighted average fully converted shares of 74.4 million, as compared to $0.16 for the prior year on weighted average fully converted shares of 73.4 million. The $13.8 million net benefit from the revaluation of deferred tax attributes and deemed repatriation of foreign earnings increased Adjusted Earnings Per Fully Converted Share by $0.19 on weighted average fully converted shares of 74.4 million. Excluding the impact of the one-time benefit from the Tax Act, Adjusted Earnings Per Fully Converted Share increased to $0.28.

 

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 6.6% to $1,080.2 million, as compared to $1,013.1 million in the prior year. Domestic net sales increased 7.9% to

1

 


 

$948.3 million as compared to $878.8 million in the prior year, driven by price increases and growth in core construction markets. International net sales decreased 1.7% to $132.0 million as compared to $134.2 million in the prior year.

 

Gross profit decreased 0.9% to $254.4 million, as compared to $256.6 million the prior year. As a percentage of net sales, gross profit decreased 180 basis points to 23.5% compared to 25.3% in the prior year period, primarily due to increases in raw material and operational costs.

 

Adjusted EBITDA (Non-GAAP) increased 1.3% to $183.2 million, as compared to $180.8 million in the prior year period. As a percentage of net sales, Adjusted EBITDA decreased 80 basis points to 17.0% as compared to 17.8% in the same period last year. The decrease in Adjusted EBITDA margin was largely attributed to the factors mentioned above, partially offset by an increase in net sales.

 

Income tax expense decreased 55.5% to $15.8 million and reflected the estimated impact of the Tax Act, including a $14.7 million benefit to income tax expense related to the revaluation of deferred tax attributes and $0.9 million income tax expense on the Company’s deemed repatriation of foreign earnings. The income tax expense also included a $3.0 million benefit from the year-to-date impact of the change in federal statutory rate.

 

Adjusted Earnings Per Fully Converted Share (Non-GAAP) was $1.02 based on weighted average fully converted shares of 74.2 million, as compared to $0.80 for the prior year on weighted average fully converted shares of 73.3 million. The $13.8 million net benefit from the revaluation of deferred tax attributes and deemed repatriation of foreign earnings increased Adjusted Earnings Per Fully Converted Share by $0.19 on weighted average fully converted shares of 74.2 million. Excluding the impact of the one-time benefit from the Tax Act, Adjusted Earnings Per Fully Converted Share increased to $0.83.

 

The Company recorded net cash provided by operating activities of $138.9 million, as compared to $116.6 million in the prior year. Net debt (total debt and capital lease obligations net of cash) was $357.0 million as of December 31, 2017, a decrease of $65.3 million from March 31, 2017.

 

Fiscal Year 2018 Outlook

 

Based on current visibility, backlog of existing orders and business trends, the Company has confirmed its net sales and Adjusted EBITDA targets for fiscal 2018. Net sales are expected to be in the range of $1.275 billion to $1.325 billion and Adjusted EBITDA is expected to be in the range of $195 and $210 million. 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, February 8, 2018 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

2

 


 

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; fluctuations in our effective tax rate, including from the recently enacted Tax Cuts and Jobs Act; changes to our operating results, cash flows and financial condition attributable to the recently enacted Tax Cuts and Jobs Act; 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.

3

 


 

Financial Statements

ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

 

  

Three Months Ended

 

 

Nine Months Ended

 

 

December 31,

 

 

December 31,

 

(Amounts in thousands, except per share data)

2017

 

 

2016

 

 

2017

 

 

2016

 

Net sales

$

320,832

 

 

$

294,716

 

 

$

1,080,240

 

 

$

1,013,077

 

Cost of goods sold

 

243,006

 

 

 

225,275

 

 

 

825,874

 

 

 

756,518

 

Gross profit

 

77,826

 

 

 

69,441

 

 

 

254,366

 

 

 

256,559

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling

 

22,903

 

 

 

21,292

 

 

 

70,348

 

 

 

68,732

 

General and administrative

 

23,788

 

 

 

22,719

 

 

 

74,351

 

 

 

78,429

 

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

 

1,924

 

 

 

2,138

 

 

 

10,468

 

 

 

3,077

 

Intangible amortization

 

2,012

 

 

 

2,116

 

 

 

6,071

 

 

 

6,431

 

Income from operations

 

27,199

 

 

 

21,176

 

 

 

93,128

 

 

 

99,890

 

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

3,086

 

 

 

4,221

 

 

 

12,620

 

 

 

13,551

 

Derivative gains and other income, net

 

(963

)

 

 

(772

)

 

 

(4,456

)

 

 

(5,543

)

Income before income taxes

 

25,076

 

 

 

17,727

 

 

 

84,964

 

 

 

91,882

 

Income tax (benefit) expense

 

(7,371

)

 

 

5,986

 

 

 

15,812

 

 

 

35,528

 

Equity in net (income) loss of unconsolidated affiliates

 

(768

)

 

 

1,483

 

 

 

(496

)

 

 

2,394

 

Net income

 

33,215

 

 

 

10,258

 

 

 

69,648

 

 

 

53,960

 

Less: net income attributable to noncontrolling interest

 

1,110

 

 

 

1,205

 

 

 

1,938

 

 

 

2,900

 

Net income attributable to ADS

 

32,105

 

 

 

9,053

 

 

 

67,710

 

 

 

51,060

 

Accretion of redeemable noncontrolling interest

 

-

 

 

 

(399

)

 

 

-

 

 

 

(1,141

)

Dividends to redeemable convertible preferred stockholders

 

(456

)

 

 

(407

)

 

 

(1,415

)

 

 

(1,247

)

Dividends paid to unvested restricted stockholders

 

(12

)

 

 

(32

)

 

 

(47

)

 

 

(86

)

Net income available to common stockholders and participating securities

 

31,637

 

 

 

8,215

 

 

 

66,248

 

 

 

48,586

 

Undistributed income allocated to participating securities

 

(2,766

)

 

 

(503

)

 

 

(5,588

)

 

 

(4,066

)

Net income available to common stockholders

$

28,871

 

 

$

7,712

 

 

$

60,660

 

 

$

44,520

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

55,917

 

 

 

54,557

 

 

 

55,497

 

 

 

54,354

 

Diluted

 

56,459

 

 

 

55,167

 

 

 

56,124

 

 

 

55,156

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.52

 

 

$

0.14

 

 

$

1.09

 

 

$

0.82

 

Diluted

$

0.51

 

 

$

0.14

 

 

$

1.08

 

 

$

0.81

 

Cash dividends declared per share

$

0.07

 

 

$

0.06

 

 

$

0.21

 

 

$

0.18

 

 

4

 


 

ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

 

 

As of

 

(Amounts in thousands)

December 31,

2017

 

 

March 31,

2017

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash

$

18,407

 

 

$

6,450

 

Receivables

 

176,942

 

 

 

168,943

 

Inventories

 

215,045

 

 

 

258,430

 

Other current assets

 

4,962

 

 

 

6,743

 

Total current assets

 

415,356

 

 

 

440,566

 

Property, plant and equipment, net

 

410,534

 

 

 

406,858

 

Other assets:

 

 

 

 

 

 

 

Goodwill

 

103,282

 

 

 

100,566

 

Intangible assets, net

 

46,439

 

 

 

51,758

 

Other assets

 

37,623

 

 

 

46,537

 

Total assets

$

1,013,234

 

 

$

1,046,285

 

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Current maturities of debt obligations

$

26,833

 

 

$

37,789

 

Current maturities of capital lease obligations

 

22,654

 

 

 

21,450

 

Accounts payable

 

71,591

 

 

 

121,922

 

Current portion of liability-classified stock-based awards

 

-

 

 

 

11,926

 

Other accrued liabilities

 

66,665

 

 

 

54,460

 

Accrued income taxes

 

9,825

 

 

 

8,207

 

Total current liabilities

 

197,568

 

 

 

255,754

 

Long-term debt obligations

 

260,981

 

 

 

310,849

 

Long-term capital lease obligations

 

64,959

 

 

 

58,710

 

Deferred tax liabilities

 

31,021

 

 

 

44,007

 

Other liabilities

 

22,681

 

 

 

26,530

 

Total liabilities

 

577,210

 

 

 

695,850

 

Mezzanine equity:

 

 

 

 

 

 

 

Redeemable convertible preferred stock

 

293,284

 

 

 

302,814

 

Deferred compensation — unearned ESOP shares

 

(192,180

)

 

 

(198,216

)

Redeemable noncontrolling interest in subsidiaries

 

9,000

 

 

 

8,227

 

Total mezzanine equity

 

110,104

 

 

 

112,825

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock

 

11,424

 

 

 

12,393

 

Paid-in capital

 

357,684

 

 

 

755,787

 

Common stock in treasury, at cost

 

(7,958

)

 

 

(436,984

)

Accumulated other comprehensive loss

 

(20,933

)

 

 

(24,815

)

Retained deficit

 

(29,007

)

 

 

(83,678

)

Total ADS stockholders’ equity

 

311,210

 

 

 

222,703

 

Noncontrolling interest in subsidiaries

 

14,710

 

 

 

14,907

 

Total stockholders’ equity

 

325,920

 

 

 

237,610

 

Total liabilities, mezzanine equity and stockholders’ equity

$

1,013,234

 

 

$

1,046,285

 

 

 

5

 


 

ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

 

 

Nine Months Ended December 31,

 

(Amounts in thousands)

2017

 

 

2016

 

Cash Flow from Operating Activities

 

 

 

 

 

 

 

Net income

$

69,648

 

 

$

53,960

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

55,793

 

 

 

54,065

 

Deferred income taxes

 

(12,738

)

 

 

1,280

 

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

 

10,468

 

 

 

3,077

 

ESOP and stock-based compensation

 

13,086

 

 

 

10,126

 

Amortization of deferred financing charges

 

746

 

 

 

1,055

 

Fair market value adjustments to derivatives

 

(1,988

)

 

 

(11,297

)

Equity in net (income) loss of unconsolidated affiliates

 

(496

)

 

 

2,394

 

Other operating activities

 

12,046

 

 

 

(3,249

)

Changes in working capital:

 

 

 

 

 

 

 

Receivables

 

(14,817

)

 

 

29,113

 

Inventories

 

44,560

 

 

 

5,298

 

Prepaid expenses and other current assets

 

2,105

 

 

 

(1,353

)

Accounts payable, accrued expenses, and other liabilities

 

(39,504

)

 

 

(27,838

)

Net cash provided by operating activities

 

138,909

 

 

 

116,631

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Capital expenditures

 

(35,124

)

 

 

(36,504

)

Cash paid for acquisitions, net of cash acquired

 

(1,990

)

 

 

-

 

Purchases of property, plant and equipment through financing

 

-

 

 

 

(4,116

)

Proceeds from sale of corporate-owned life insurance

 

5,959

 

 

 

-

 

Other investing activities

 

(570

)

 

 

(801

)

Net cash used in investing activities

 

(31,725

)

 

 

(41,421

)

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Proceeds from Revolving Credit Facility

 

397,450

 

 

 

315,400

 

Payments on Revolving Credit Facility

 

(431,950

)

 

 

(329,400

)

Payments on Term Loan

 

(72,500

)

 

 

(7,500

)

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

 

(1,675

)

 

 

(650

)

Payments on capital lease obligations

 

(18,176

)

 

 

(16,373

)

Cash dividends paid

 

(13,511

)

 

 

(11,011

)

Proceeds from exercise of stock options

 

7,606

 

 

 

2,687

 

Repurchase of common stock

 

(7,947

)

 

 

-

 

Equipment financing

 

-

 

 

 

4,116

 

Other financing activities

 

(1,558

)

 

 

(1,339

)

Net cash used in financing activities

 

(94,529

)

 

 

(69,070

)

Effect of exchange rate changes on cash

 

(698

)

 

 

(598

)

Net change in cash

 

11,957

 

 

 

5,542

 

Cash at beginning of period

 

6,450

 

 

 

6,555

 

Cash at end of period

$

18,407

 

 

$

12,097

 

6

 


 

Selected Financial Data

The following tables set forth net sales by reportable segment for the three and nine months ended December 31, 2017 and 2016, respectively.

Three Months Ended

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

(Amounts in thousands

December 31,

 

 

%

 

 

December 31,

 

 

%

 

except percentages)

2017

 

 

2016

 

 

Variance

 

 

2017

 

 

2016

 

 

Variance

 

Domestic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

$

196,402

 

 

$

182,061

 

 

 

7.9

%

 

$

676,079

 

 

$

627,397

 

 

 

7.8

%

Allied Products

 

80,470

 

 

 

72,251

 

 

 

11.4

%

 

 

272,174

 

 

 

251,451

 

 

 

8.2

%

Domestic net sales

$

276,872

 

 

$

254,312

 

 

 

8.9

%

 

$

948,253

 

 

$

878,848

 

 

 

7.9

%

International

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

$

33,166

 

 

$

32,550

 

 

 

1.9

%

 

$

101,139

 

 

$

105,832

 

 

 

(4.4

%)

Allied Products

 

10,794

 

 

 

7,854

 

 

 

37.4

%

 

 

30,848

 

 

 

28,397

 

 

 

8.6

%

International net sales

$

43,960

 

 

$

40,404

 

 

 

8.8

%

 

$

131,987

 

 

$

134,229

 

 

 

(1.7

%)

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

$

229,568

 

 

$

214,611

 

 

 

7.0

%

 

$

777,218

 

 

$

733,229

 

 

 

6.0

%

Allied Products

 

91,264

 

 

 

80,105

 

 

 

13.9

%

 

 

303,022

 

 

 

279,848

 

 

 

8.3

%

Net sales

$

320,832

 

 

$

294,716

 

 

 

8.9

%

 

$

1,080,240

 

 

$

1,013,077

 

 

 

6.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Financial Measures

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

Reconciliation of Non-GAAP Financial Measures

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

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

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

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

7

 


 

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

 

 

Nine Months Ended

 

 

December 31,

 

 

December 31,

 

(Amounts in thousands)

2017

 

 

2016

 

 

2017

 

 

2016

 

Net income

$

33,215

 

 

$

10,258

 

 

$

69,648

 

 

$

53,960

 

Depreciation and amortization

 

17,852

 

 

 

18,029

 

 

 

55,793

 

 

 

54,065

 

Interest expense

 

3,086

 

 

 

4,221

 

 

 

12,620

 

 

 

13,551

 

Income tax (benefit) expense

 

(7,371

)

 

 

5,986

 

 

 

15,812

 

 

 

35,528

 

EBITDA

 

46,782

 

 

 

38,494

 

 

 

153,873

 

 

 

157,104

 

Derivative fair value adjustments

 

(145

)

 

 

(2,237

)

 

 

(735

)

 

 

(11,297

)

Foreign currency transaction gains

 

(430

)

 

 

(601

)

 

 

(2,878

)

 

 

(1,678

)

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

 

1,924

 

 

 

2,138

 

 

 

10,468

 

 

 

3,077

 

Unconsolidated affiliates interest, tax, depreciation and amortization

 

637

 

 

 

469

 

 

 

2,060

 

 

 

2,049

 

Contingent consideration remeasurement

 

1

 

 

 

(15

)

 

 

33

 

 

 

42

 

Stock-based compensation expense (benefit)

 

1,640

 

 

 

(3,413

)

 

 

5,140

 

 

 

2,699

 

ESOP deferred compensation

 

2,737

 

 

 

2,323

 

 

 

7,946

 

 

 

7,428

 

Executive retirement expense (benefit)

 

73

 

 

 

(170

)

 

 

982

 

 

 

(12

)

Transaction costs

 

92

 

 

 

-

 

 

 

1,149

 

 

 

-

 

Legal settlement

 

1,800

 

 

 

-

 

 

 

1,800

 

 

 

-

 

Restatement-related costs

 

888

 

 

 

6,406

 

 

 

3,390

 

 

 

21,391

 

Adjusted EBITDA

$

55,999

 

 

$

43,394

 

 

$

183,228

 

 

$

180,803

 

8

 


 

 

Reconciliation of Segment Adjusted EBITDA to Net Income

 

Three Months Ended December 31,

 

 

2017

 

 

2016

 

(Amounts in thousands)

Domestic

 

 

International

 

 

Domestic

 

 

International

 

Net income

$

29,755

 

 

$

3,460

 

 

$

7,233

 

 

$

3,025

 

Depreciation and amortization

 

15,804

 

 

 

2,048

 

 

 

15,911

 

 

 

2,118

 

Interest expense

 

3,007

 

 

 

79

 

 

 

4,127

 

 

 

94

 

Income tax (benefit) expense

 

(9,117

)

 

 

1,746

 

 

 

5,342

 

 

 

644

 

EBITDA

 

39,449

 

 

 

7,333

 

 

 

32,613

 

 

 

5,881

 

Derivative fair value adjustments

 

(145

)

 

 

-

 

 

 

(2,237

)

 

 

-

 

Foreign currency transaction gains

 

-

 

 

 

(430

)

 

 

-

 

 

 

(601

)

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

 

1,940

 

 

 

(16

)

 

 

1,258

 

 

 

880

 

Unconsolidated affiliates interest, tax, depreciation and amortization

 

315

 

 

 

322

 

 

 

275

 

 

 

194

 

Contingent consideration remeasurement

 

1

 

 

 

-

 

 

 

(15

)

 

 

-

 

Stock-based compensation expense (benefit)

 

1,640

 

 

 

-

 

 

 

(3,413

)

 

 

-

 

ESOP deferred compensation

 

2,737

 

 

 

-

 

 

 

2,323

 

 

 

-

 

Executive retirement expense (benefit)

 

73

 

 

 

-

 

 

 

(170

)

 

 

-

 

Transaction costs

 

92

 

 

 

-

 

 

 

-

 

 

 

-

 

Legal settlement

 

1,800

 

 

 

-

 

 

 

-

 

 

 

-

 

Restatement-related costs

 

888

 

 

 

-

 

 

 

6,406

 

 

 

-

 

Adjusted EBITDA(a)

$

48,790

 

 

$

7,209

 

 

$

37,040

 

 

$

6,354

 

 

(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.

 

 

Nine Months Ended December 31,

 

 

2017

 

 

2016

 

(Amounts in thousands)

Domestic

 

 

International

 

 

Domestic

 

 

International

 

Net income

$

61,837

 

 

$

7,811

 

 

$

43,704

 

 

$

10,256

 

Depreciation and amortization

 

49,725

 

 

 

6,068

 

 

 

47,418

 

 

 

6,647

 

Interest expense

 

12,363

 

 

 

257

 

 

 

13,236

 

 

 

315

 

Income tax expense

 

12,583

 

 

 

3,229

 

 

 

31,319

 

 

 

4,209

 

EBITDA

 

136,508

 

 

 

17,365

 

 

 

135,677

 

 

 

21,427

 

Derivative fair value adjustments

 

(735

)

 

 

-

 

 

 

(11,297

)

 

 

-

 

Foreign currency transaction gains

 

-

 

 

 

(2,878

)

 

 

-

 

 

 

(1,678

)

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

 

10,253

 

 

 

215

 

 

 

2,040

 

 

 

1,037

 

Unconsolidated affiliates interest, tax, depreciation and amortization

 

886