HILLIARD, Ohio--(BUSINESS WIRE)--
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 third fiscal
quarter ended December 31, 2014.
Third Fiscal Quarter 2015 Highlights
- Quarterly net sales increased 6.4%
- Adjusted EBITDA of $27.7 million
- Adjusted earnings per fully converted share of $0.03
- Company updates fiscal year 2015 guidance
Joe Chlapaty, Chairman and Chief Executive Officer of ADS commented,
“During the third fiscal quarter, net sales increased 6.4% compared to
the prior year, resulting in a net sales increase of 9.4% for the first
nine months of the fiscal year 2015. During the quarter, we continued to
experience solid growth in our Domestic and International markets. We
also generated sales growth in our Allied Products, led by our StormTech
and Nyloplast product lines. While we realized continued growth in the
quarter versus the prior year, we were negatively impacted by two
important factors. First, inclement weather in the northern states
produced a late agricultural harvest and delayed some construction,
which impacted our growth rates. Secondly, we anticipated raw material
prices would moderate, but the timing of price declines were delayed due
to unforeseen industry shortages of resin during the quarter, which
negatively impacted profitability.”
Business activity recovered in December, reflecting improved weather
conditions. This continued into the fourth quarter with December and
January combined net revenue increasing 28% compared to the prior year.
Chlapaty continued, “As we look to the fourth quarter and beyond, we are
confident in the continued conversion of alternative materials to HDPE
and other ADS pipe options, growth in Allied Products, improvement in
International operations and the positive impact of the recently
completed Ideal Pipe acquisition in Canada. We also believe we are well
positioned to capture the benefits of a more favorable commodity cost
environment (both raw material costs and fuel costs), which combined
with higher sales volumes and greater operating leverage, should produce
improved profitability in fiscal 2016.”
Third Quarter Results
Gross profit increased $0.3 million, or 0.6%, to $50.1 million for the
third fiscal quarter of 2015, compared to $49.8 million for the same
period last year. As a percentage of net sales, gross profit was 18.0%
compared to 19.0% for the prior year period. The decline in gross
margins was largely attributed to raw material prices increasing 13.6%
as compared to the prior year third quarter.
The Company reported Adjusted EBITDA of $27.7 million in the third
fiscal quarter of 2015 compared to Adjusted EBITDA of $29.5 million, a
decline of 6.1%. As a percentage of net sales, Adjusted EBITDA was 10.0%
in the third fiscal quarter compared to 11.3% in the year ago period.
Adjusted Earnings per fully converted share (Non-GAAP) for the third
fiscal quarter of 2015 was $0.03 per share based on weighted average
fully converted shares of 73.3 million, improved from an adjusted loss
per fully converted share of $0.12 per share for the prior year. On a
year-to-date basis for the first nine months, adjusted earnings per
fully converted share totaled $0.62 per share compared to $0.45 per
share for the prior year.
A reconciliation of GAAP to Non-GAAP financial measures for adjusted
EBITDA 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 the first nine months of fiscal 2015, the Company recorded net cash
provided by operating activities of $85.4 million compared to $88.1
million for the same period last year. Long Term Debt was reduced by
$115.6 million during the nine months ended December 31, 2014 (including
a reduction of $59.2 million in the third quarter of fiscal 2015), paid
for by net proceeds from the IPO of $72.1 million completed in late July
and cash flow generated from stronger earnings.
Fiscal Year 2015 Outlook
Based on current visibility, backlog of existing orders and business
trends, the Company updated its financial targets for fiscal year 2015.
Net sales for fiscal year 2015 are forecasted to be in the range of
$1.185 billion to $1.2 billion, while the outlook for adjusted EBITDA
has been lowered to a range of $156 to $160 million. Capital
expenditures are expected to be approximately $35 million. Mark
Sturgeon, Executive Vice President and Chief Financial Officer of ADS
noted, “Our updated guidance reflects the impact of the sudden increase
in raw material prices on our adjusted EBITDA and the weather impact on
our top-line performance during the third quarter. In addition, given
the seasonally low sales environment in our fiscal fourth quarter, we do
not anticipate capturing all of the sales that were deferred this
quarter due to inclement weather. While volatile resin prices and
weather adversely impacted our performance during the quarter, the
underlying fundamentals of our business remain strong and we are
confident in our strategy to drive above-market growth and operating
leverage over time.”
Sturgeon continued, “We generated strong cash flows during the third
quarter, which enabled us to bring our net debt-to-EBITDA ratio to 2.28,
within our target range of 2 to 3 times. As we look ahead, our
priorities for capital deployment remain focused on investments and
capital expenditures in our business to drive organic growth, targeted
acquisition opportunities that extend our product leadership and
complement our existing offering, and enhancements to shareholder
returns.”
Webcast Information
The Company will host an investor conference call and webcast on
Thursday, February 5, 2015 at 10:00 a.m. Eastern Time. The live call can
be accessed by dialing 1-877-317-6789 (US toll-free) or 1-412-317-6789
(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 29 distribution centers. To learn more about
the ADS, please visit the Company’s website at www.ads-pipe.com.
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 ("US GAAP"). ADS management uses non-US
GAAP measures in its analysis of the Company's performance. Investors
are encouraged to review the reconciliation of non-US GAAP financial
measures to the comparable US GAAP results available in the accompanying
tables.
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 CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited) |
|
|
| | Three Months Ended December 31, |
| | Nine Months Ended December 31, |
(Amounts in thousands, except per share data) | | | 2013 |
| | 2014 | | | 2013 |
| | 2014 |
Net sales
| |
$
|
261,435
| |
$
|
278,176
| |
$
|
887,777
| |
$
|
971,197
|
Cost of goods sold
| | |
211,671
| | |
228,059
| | |
698,791
| | |
766,605
|
Gross profit
| | |
49,764
| | |
50,117
| | |
188,986
| | |
204,592
|
Operating expenses:
| | | | | | | | | | | | |
Selling
| | |
16,590
| | |
19,275
| | |
52,433
| | |
58,283
|
General and administrative
| | |
18,778
| | |
19,519
| | |
54,354
| | |
58,930
|
Gain on sale of business
| | |
-
| | |
-
| | |
(4,848)
| | |
-
|
Intangible amortization
| | |
2,854
| | |
2,356
| | |
8,576
| | |
7,635
|
Income from operations
| | |
11,542
| | |
8,967
| | |
78,471
| | |
79,744
|
Other (income) expense:
| | | | | | | | | | | | |
Interest expense
| | |
3,893
| | |
4,056
| | |
11,860
| | |
13,009
|
Other miscellaneous (income) expense, net
| | |
(418)
| | |
5,212
| | |
398
| | |
5,219
|
Income (loss) before income taxes
| | |
8,067
| | |
(301)
| | |
66,213
| | |
61,516
|
Income tax expense (benefit)
| | |
17,537
| | |
(1,248)
| | |
40,845
| | |
22,509
|
Equity in net loss of unconsolidated affiliates
| | |
369
| | |
448
| | |
714
| | |
1,071
|
Net (loss) income
| | |
(9,839)
| | |
499
| | |
24,654
| | |
37,936
|
Less net income attributable to noncontrolling interest
| | |
485
| | |
866
| | |
1,360
| | |
1,672
|
Net (loss) income attributable to ADS
| | |
(10,324)
| | |
(367)
| | |
23,294
| | |
36,264
|
Change in fair value of Redeemable Convertible Preferred Stock
| | |
(4,697)
| | |
-
| | |
(8,492)
| | |
(11,054)
|
Dividends to Redeemable Convertible Preferred Stockholders
| | |
(209)
| | |
(298)
| | |
(640)
| | |
(377)
|
Dividends paid to unvested restricted stockholders
| | |
(8)
| | |
(9)
| | |
(47)
| | |
(9)
|
Net (loss) income available to common stockholders and participating
securities
| | |
(15,238)
| | |
(674)
| | |
14,115
| | |
24,824
|
Undistributed income allocated to participating securities
| | |
-
| | |
-
| | |
(1,184)
| | |
(2,650)
|
Net (loss) income available to common stockholders | |
$
| (15,238) | |
$
| (674) | |
$
| 12,931 | | $ | 22,174 |
| | | | | | | | | | | |
|
Weighted average common shares outstanding: | | | | | | | | | | | | |
Basic
| | |
47,251
| | |
52,986
| | |
46,976
| | |
50,691
|
Diluted
| | |
47,251
| | |
52,986
| | |
47,480
| | |
51,206
|
Net (loss) income per share: | | | | | | | | | | | | |
Basic
| |
$
|
(0.32)
| |
$
|
(0.01)
| |
$
|
0.28
| |
$
|
0.44
|
Diluted
| |
$
|
(0.32)
| |
$
|
(0.01)
| |
$
|
0.27
| |
$
|
0.43
|
Cash dividends declared per share | |
$
|
0.03
| |
$
|
0.04
| |
$
|
0.08
| |
$
|
0.04
|
| | | | | | | | | | | |
|
|
ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) |
|
|
| | As of |
(Amounts in thousands, except par value) | | | March 31, 2014 |
| | December 31, 2014 |
ASSETS | | | | | | |
Current assets: | | | | | | |
Cash
| |
$
|
3,931
| |
$
|
10,753
|
Receivables (less allowance for doubtful accounts of $3,977 and
$4,116, respectively)
| | |
150,713
| | |
162,478
|
Inventories
| | |
260,300
| | |
230,949
|
Deferred income taxes and other current assets
| | |
13,555
| | |
13,984
|
Total current assets
| | |
428,499
| | |
418,164
|
Property, plant and equipment, net
| | |
292,082
| | |
283,104
|
Other assets: | | | | | | |
Goodwill
| | |
86,297
| | |
86,231
|
Intangible assets, net
| | |
66,184
| | |
57,580
|
Other assets
| | |
64,533
| | |
66,556
|
Total assets | | $ | 937,595 | | $ | 911,635 |
| | | | | |
|
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY | | | | | | |
Current liabilities: | | | | | | |
Current maturities of debt obligations
| |
$
|
11,153
| |
$
|
11,700
|
Accounts payable
| | |
108,111
| | |
70,197
|
Other accrued liabilities
| | |
37,956
| | |
42,260
|
Accrued income taxes
| | |
7,372
| | |
16,083
|
Total current liabilities
| | |
164,592
| | |
140,240
|
Long-term debt obligation
| | |
442,895
| | |
326,725
|
Deferred tax liabilities
| | |
69,169
| | |
63,663
|
Other liabilities
| | |
15,324
| | |
20,448
|
Total liabilities
| | |
691,980
| | |
551,076
|
| | | | | |
|
| | | | | |
|
Mezzanine equity: | | | | | | |
Redeemable Common Stock; $0.01 par value: 38,320 and 0 issued and
outstanding, respectively
| | |
549,119
| | |
-
|
Redeemable Convertible Preferred Stock; $0.01 par value: 47,070
authorized: 44,170 issued: 26,129 and 25,797 outstanding,
respectively
| | |
291,720
| | |
322,469
|
Deferred compensation – unearned ESOP shares
| | |
(197,888)
| | |
(217,137)
|
Total mezzanine equity
| | |
642,951
| | |
105,332
|
Stockholders’ equity: | | | | | | |
Common stock; $0.01 par value: 148,271 and 1,000,000 authorized:
109,951 and 153,560 issued: 9,141 and 53,204 outstanding,
respectively
| | |
11,957
| | |
12,393
|
Paid-in capital
| | |
22,547
| | |
679,393
|
Common stock in treasury, at cost
| | |
(448,439)
| | |
(446,479)
|
Accumulated other comprehensive loss
| | |
(5,977)
| | |
(10,568)
|
Retained earnings
| | |
−
| | |
-
|
Total ADS stockholders’ equity
| | |
(419,912)
| | |
234,739
|
Noncontrolling interest in subsidiaries
| | |
22,576
| | |
20,488
|
Total stockholders’ equity
| | |
(397,336)
| | |
255,227
|
Total liabilities, mezzanine equity and stockholders’ equity | | $ | 937,595 | | $ | 911,635 |
| | | | | |
|
|
ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) |
|
|
| | Nine Months Ended December 31, |
(Amounts in thousands) | | | 2013 |
| | 2014 |
Cash Flows from Operating Activities | |
$
|
88,104
| |
$
|
85,404
|
Cash Flows from Investing Activities | | | | | | |
Capital expenditures
| | |
(27,097)
| | |
(21,477)
|
Proceeds from sale of business
| | |
5,877
| | |
-
|
Investment in unconsolidated affiliate
| | |
(6,285)
| | |
(7,566)
|
Other investing activities
| | |
(2,611)
| | |
(2,829)
|
Net cash used in investing activities
| | |
(30,116)
| | |
(31,872)
|
Cash Flows from Financing Activities | | | | | | |
Cash dividends paid
| | |
(4,615)
| | |
(2,383)
|
Redemption of Redeemable Convertible Preferred Stock
| | |
(3,889)
| | |
-
|
Proceeds from Senior Notes
| | |
25,000
| | |
-
|
Proceeds from term loan
| | |
100,000
| | |
-
|
Payments on term loan
| | |
(78,750)
| | |
(4,375)
|
Payments of notes, mortgages, and other debt
| | |
(1,275)
| | |
(1,948)
|
Proceeds from Revolving Credit Facility
| | |
301,300
| | |
250,200
|
Payments on Revolving Credit Facility
| | |
(390,000)
| | |
(359,500)
|
Proceeds from initial public offering of common stock, net of
underwriter discounts and commissions
| | |
-
| | |
79,131
|
Payments for deferred initial public offering costs
| | |
-
| | |
(6,499)
|
Other financing activities
| | |
(1,785)
| | |
(869)
|
Net cash used in by financing activities
| | |
(54,014)
| | |
(46,243)
|
Effect of exchange rate changes on cash and cash equivalents
| | |
-
| | |
(467)
|
Net change in cash and equivalents
| | |
3,974
| | |
6,822
|
Cash and equivalents at beginning of period
| | |
1,361
| | |
3,931
|
Cash and equivalents at end of period | | $ | 5,335 | | $ | 10,753 |
| | | | | |
|
|
ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES SEGMENT REPORTING (unaudited) |
|
The following table sets forth reportable segment information with
respect to the amount of net sales contributed by each class
of similar products of our consolidated gross profit in the three
and nine months ended December 31, 2013 and 2014,
respectively:
|
|
|
| | Three Months Ended December 31, |
| | Nine Months Ended December 31, |
(Amounts in thousands) | | | 2013 |
| | 2014 | | | 2013 |
| | 2014 |
Domestic
| | | | | | | | | | | | |
Pipe
| | |
171,361
| | |
179,275
| | |
584,567
| | |
638.454
|
Allied Products
| | |
55,308
| | |
59,236
| | |
193,763
| | |
211,181
|
Total Domestic
| | $ | 226,669 | | $ | 238,511 | | $ | 778,330 | | $ | 849,635 |
International
| | | | | | | | | | | | |
Pipe
| | |
28,477
| | |
33,212
| | |
88,126
| | |
99,571
|
Allied Products
| | |
6,289
| | |
6,453
| | |
21,321
| | |
21,991
|
Total International
| | $ | 34,766 | | $ | 39,665 | | | 109,447 | | | 121,562 |
Total net sales | | $ | 261,435 | | $ | 278,176 | | $ | 887,777 | | $ | 971,197 |
| | | | | | | | | | | |
|
The following sets forth certain additional financial information
attributable to our reportable segments for the three and nine months
ended December 31, 2013, and 2014, respectively:
|
| | |
| | |
| | | Three Months Ended December 31, | | | Nine Months Ended December 31, |
(Amounts in thousands) | | | 2013 |
| | 2014 | | | 2013 |
| | 2014 |
Net sales | | | | | | | | | | | | |
Domestic
| | |
226,669
| | |
238,511
| | |
778,330
| | |
849,635
|
International
| | |
34,766
| | |
39,665
| | |
109,447
| | |
121,562
|
Total | | $ | 261,435 | | $ | 278,176 | | $ | 887,777 | | $ | 971,197 |
Gross profit | | | | | | | | | | | | |
Domestic
| | |
42,588
| | |
43,549
| | |
165,418
| | |
182,911
|
International
| | |
7,176
| | |
6,568
| | |
23,568
| | |
21,681
|
Total | | $ | 49,764 | | $ | 50,117 | | $ | 188,986 | | $ | 204,592 |
Segment Adjusted EBITDA | | | | | | | | | | | | |
Domestic
| | |
26,362
| | |
25,405
| | |
118,242
| | |
127,298
|
International
| | |
3,096
| | |
2,279
| | |
12,325
| | |
10,049
|
Total | | $ | 29,458 | | $ | 27,684 | | $ | 130,567 | | $ | 137,347 |
Interest expense, net | | | | | | | | | | | | |
Domestic
| | |
3,882
| | |
4,047
| | |
11,815
| | |
12,985
|
International
| | |
11
| | |
9
| | |
45
| | |
24
|
Total | | $ | 3,893 | | $ | 4,056 | | $ | 11,860 | | $ | 13,009 |
Capital expenditures | | | | | | | | | | | | |
Domestic
| | |
4,841
| | |
4,822
| | |
24,087
| | |
19,657
|
International
| | |
556
| | |
1,012
| | |
3,010
| | |
1,820
|
Total | | $ | 5,397 | | $ | 5,834 | | $ | 27,097 | | $ | 21,477 |
Depreciation and amortization | | | | | | | | | | | | |
Domestic
| | |
12,870
| | |
12,262
| | |
38,439
| | |
37,214
|
International
| | |
1,187
| | |
1,242
| | |
3,606
| | |
3,776
|
Total | | $ | 14,057 | | $ | 13,504 | | $ | 42,045 | | $ | 40,990 |
Equity in net income (loss) of unconsolidated affiliates | | | | | | | | | | | | |
Domestic
| | |
112
| | |
(92)
| | |
226
| | |
312
|
International
| | |
(481)
| | |
(356)
| | |
(940)
| | |
(1,383)
|
Total | | $ | (369) | | $ | (448) | | $ | (714) | | $ | (1,071) |
| | | | | | | | | | | |
|
Reconciliation of Non-GAAP Measures
We present EBITDA and Adjusted EBITDA because they are key metrics used
by management and our board of directors to assess our financial
performance, to make budgeting decisions and to compare our performance
against that of other peer companies using similar measures.
EBITDA is calculated as net income attributable to ADS before interest,
income taxes, depreciation and amortization. Adjusted EBITDA is
calculated as EBITDA before stock-based compensation expense, non-cash
charges and certain other expenses.
EBITDA and Adjusted EBITDA are not GAAP measures of our financial
performance or liquidity. They should not be considered as alternatives
to net income as a measure of financial performance or cash flows from
operations as a measure of liquidity, or any other performance measure
derived in accordance with GAAP. In addition, they should not be
construed as an inference that our future results will be unaffected by
unusual or non-recurring items. EBITDA and Adjusted EBITDA are not
intended to be measures of free cash flow for management’s discretionary
use, as they do not reflect certain cash requirements such as tax
payments, debt service requirements, capital expenditures and certain
other cash costs that may recur in the future. EBITDA and Adjusted
EBITDA contain certain other limitations, including the failure to
reflect our cash expenditures, cash requirements for working capital
needs and cash costs to replace assets being depreciated and amortized.
In evaluating Adjusted EBITDA, you should be aware that in the future we
will incur expenses that are the same as or similar to some of the
adjustments in this presentation, such as stock based compensation
expense, derivative fair value adjustments, and foreign currency
transaction losses.
The following table presents a reconciliation of EBITDA and Adjusted
EBITDA to Net (Loss) Income attributable to ADS, the most comparable
GAAP measure, for each of the periods indicated:
|
| |
| |
| | Three Months Ended December 31, | | Nine Months Ended December 31, |
(Amounts in thousands) | |
| 2013 |
|
| 2014 | |
| 2013 |
|
| 2014 |
Net (loss) income attributable to ADS
| |
$
|
(10,324)
| |
$
|
(367)
| |
$
|
23,294
| |
$
|
36,264
|
Depreciation and amortization (a) | | |
14,411
| | |
14,098
| | |
43,076
| | |
42,856
|
Interest expense, net
| | |
3,893
| | |
4,056
| | |
11,860
| | |
13,009
|
Income tax expense (benefit)
| |
|
17,537
| |
|
(1,248)
| |
|
40,845
| |
|
22,509
|
EBITDA
| | |
25,517
| | |
16,539
| | |
119,075
| | |
114,638
|
Derivative fair value adjustments
| | |
(184)
| | |
6,054
| | |
54
| | |
6,217
|
Foreign currency transaction losses (gains)
| | |
338
| | |
(561)
| | |
251
| | |
(636)
|
Unconsolidated affiliates interest and tax
| | |
119
| | |
760
| | |
347
| | |
1,173
|
Management fee to minority interest holder JV
| | |
135
| | |
324
| | |
739
| | |
882
|
Share-based compensation
| | |
1,216
| | |
1,542
| | |
2,640
| | |
5,958
|
ESOP deferred compensation
| | |
2,317
| | |
2,690
| | |
7,343
| | |
8,064
|
Transaction costs (b) | |
|
-
| |
|
336
| |
|
118
| |
|
1,051
|
Adjusted EBITDA | | $ | 29,458 | | $ | 27,684 | | $ | 130,567 | | $ | 137,347 |
| | | | | | | | | | | |
|
(a) Includes our proportionate share of depreciation and amortization
expense of $354 and $594 for the three months ended December 31, 2013
and 2014, respectively, and $1,031 and $1,866 for the nine months ended
December 31, 2013 and 2014, respectively, related to our South American
joint venture, BaySaver joint venture and Tigre-ADS USA joint venture,
which is included in Equity in net loss of unconsolidated affiliates in
our Condensed Consolidated Statements of Income.
(b) Represents expenses recorded related to legal, accounting and other
professional fees incurred in connection with our debt refinancing and
completion of the IPO and Secondary Public Offering.
The following table presents a reconciliation of Segment Adjusted EBITDA
to Net (Loss) Income attributable to ADS, the most comparable GAAP
measure, for each of the periods indicated:
|
| |
| |
Reconciliation of Segment EBITDA and Adjusted Segment EBITDA to
Net (Loss) Income |
| | | |
|
| | Three Months Ended December 31, | | Three Months Ended December 31, |
(Amounts in thousands) | | 2013 | | 2014 |
| | Domestic |
| International | | Domestic |
| International |
Reconciliation of Segment EBITDA and Segment Adjusted EBITDA to
Net (Loss) Income | | | | | | | | |
Net (loss) income attributable to ADS
| |
$
|
(10,840)
| |
$
|
516
| |
$
|
(935)
| |
$
|
568
|
Depreciation and amortization (a) | | |
12,868
| | |
1,543
| | |
12,465
| | |
1,633
|
Interest expense, net
| | |
3,882
| | |
11
| | |
4,047
| | |
9
|
Income tax expense (benefit)
| |
|
17,103
| |
|
434
| |
|
(1,495)
| |
|
247
|
Segment EBITDA
| | |
23,013
| | |
2,504
| | |
14,082
| | |
2,457
|
Derivative fair value adjustments
| | |
(184)
| | |
-
| | |
6,310
| | |
(256)
|
Foreign currency transaction losses (gains)
| | |
-
| | |
338
| | |
-
| | |
(561)
|
Unconsolidated affiliates interest and tax
| | |
-
| | |
119
| | |
445
| | |
315
|
Management fee to minority interest holder JV
| | |
-
| | |
135
| | |
-
| | |
324
|
Share-based compensation
| | |
1,216
| | |
-
| | |
1,542
| | |
-
|
ESOP deferred compensation
| | |
2,317
| | |
-
| | |
2,690
| | |
-
|
Transaction costs (b) | |
|
-
| |
|
-
| |
|
336
| |
|
-
|
Segment Adjusted EBITDA | | $ | 26,362 | | $ | 3,096 | | $ | 25,405 | | $ | 2,279 |
| | | | | | | |
|
(a) Includes our proportionate share of depreciation and amortization
expense of $354 and $594 related to our South American joint venture,
BaySaver joint venture and Tigre-ADS USA joint venture, which is
included in Equity in net loss of unconsolidated affiliates in our
Condensed Consolidated Statements of Income for the three months ended
December 31, 2013 and 2014, respectively.
(b) Represents expenses recorded related to legal, accounting and other
professional fees incurred in connection with our debt refinancing and
completion of the IPO and Secondary Public Offering.
|
| |
| |
Reconciliation of Segment EBITDA and Adjusted Segment EBITDA to
Net Income |
| | | |
|
| | Nine Months Ended December 31, | | Nine Months Ended December 31, |
(Amounts in thousands) | | 2013 | | 2014 |
| | Domestic |
| International | | Domestic |
| International |
Reconciliation of Segment EBITDA and Segment Adjusted EBITDA to
Net Income | | | | | | | | |
Net income attributable to ADS
| |
$
|
18,835
| |
$
|
4,459
| |
$
|
33,119
| |
$
|
3,145
|
Depreciation and amortization (a) | | |
38,439
| | |
4,637
| | |
37,863
| | |
4,993
|
Interest expense, net
| | |
11,815
| | |
45
| | |
12,985
| | |
24
|
Income tax expense
| |
|
38,998
| |
|
1,847
| |
|
21,246
| |
|
1,263
|
Segment EBITDA
| | |
108,087
| | |
10,988
| | |
105,213
| | |
9,425
|
Derivative fair value adjustments
| | |
54
| | |
-
| | |
6,473
| | |
(256)
|
Foreign currency transaction losses
| | |
-
| | |
251
| | |
-
| | |
(636)
|
Unconsolidated affiliates interest and tax
| | |
-
| | |
347
| | |
539
| | |
634
|
Management fee to minority interest holder JV
| | |
-
| | |
739
| | |
-
| | |
882
|
Share-based compensation
| | |
2,640
| | |
-
| | |
5,958
| | |
-
|
ESOP deferred compensation
| | |
7,343
| | |
-
| | |
8,064
| | |
-
|
Transaction costs (b) | |
|
118
| |
|
-
| |
|
1,051
| |
|
-
|
Segment Adjusted EBITDA | | $ | 118,242 | | $ | 12,325 | | $ | 127,298 | | $ | 10,049 |
| | | | | | | |
|
(a) Includes our proportionate share of depreciation and amortization
expense of $1,031 and $1,866 related to our South American joint
venture, BaySaver joint venture and Tigre-ADS USA joint venture, which
is included in Equity in net loss of unconsolidated affiliates in our
Condensed Consolidated Statements of Income for the nine months ended
December 31, 2013 and 2014, respectively.
(b) Represents expenses recorded related to legal, accounting and other
professional fees incurred in connection with our debt refinancing and
completion of the IPO and Secondary Public Offering.
Adjusted Earningsper Fully Converted Share, Adjusted Net Income
and Weighted Average Fully Converted Common Shares Outstanding, which
are non-GAAP measures, are supplemental measures of financial
performance that are not required by, or presented in accordance with
GAAP. We calculate Adjusted earnings per fully converted share
(Non-GAAP), Adjusted Net Income (Non-GAAP), and Weighted average fully
converted common shares outstanding (Non-GAAP), by adjusting our Net
(Loss) income available to common shareholders, 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 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, (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 and not
deductible for income tax purposes.
We have also made adjustments to the Weighted average common shares
outstanding – Basic to assume, (1) share conversion of the Redeemable
Convertible Preferred Stock to outstanding shares of common stock and
(2) add shares of outstanding unvested restricted stock.
Adjusted Earnings Per Fully Converted Share (Non-GAAP) is included in
this report because it is a key metric used by management and our board
of directors to assess our financial performance. Adjusted Earnings Per
Fully Converted Share (Non-GAAP) is not necessarily comparable to other
similarly titled captions of other companies due to different methods of
calculation.
The following table presents a reconciliation of Adjusted Earnings Per
Fully Converted Share (Non-GAAP), and the corresponding Weighted Average
Fully Converted Common Shares Outstanding (Non-GAAP) to our Net income
per share and corresponding Weighted average common shares outstanding
amounts, the most comparable GAAP measure, for each of the periods
indicated.
|
| |
| |
| | Three Months Ended December 31, | | Nine Months Ended December 31, |
(Amounts in thousands, except per share data) | |
| 2013 |
|
| 2014 | |
| 2013 |
|
| 2014 |
Net (loss) income available to common shareholders
| |
$
|
(15,238)
| |
$
|
(674)
| |
$
|
12,931
| |
$
|
22,174
|
Weighted Average Common Shares Outstanding – Basic
| | |
47,251
| | |
52,986
| | |
46,976
| | |
50,691
|
Net (loss) income per share – Basic
| |
$
|
(0.32)
| |
$
|
(0.01)
| |
$
|
0.28
| |
$
|
0.44
|
Adjustments to net income available to common shareholders:
| | | | | | | | |
Change in fair value of Redeemable Convertible Preferred Stock
| | |
4,697
| | |
-
| | |
8,492
| | |
11,054
|
Dividends to Redeemable Convertible Preferred Stockholders
| | |
209
| | |
298
| | |
640
| | |
377
|
Dividends paid to unvested restricted stockholders
| | |
8
| | |
9
| | |
47
| | |
9
|
Undistributed income allocated to participating securities
| |
|
-
| |
|
-
| |
|
1,184
| |
|
2,650
|
Total adjustments to net income available to common shareholders
| |
|
4,914
| |
|
307
| |
|
10,363
| |
|
14,090
|
Net (loss) income attributable to ADS
| |
$
|
(10,324)
| |
$
|
(367)
| |
$
|
23,294
| |
$
|
36,264
|
Adjustments to net (loss) income attributable to ADS:
| | | | | | | | |
Fair value of ESOP Compensation related to Redeemable Convertible
Preferred Stock
| |
|
2,317
| |
|
2,690
| |
|
7,343
| |
|
8,064
|
Adjusted net (loss) income (Non-GAAP)
| |
$
|
(8,007)
| |
$
|
2,323
| |
$
|
30,637
| |
$
|
44,328
|
Adjustments to Weighted Average Common Shares Outstanding – Basic:
| | | | | | | | |
Unvested restricted shares
| | |
321
| | |
227
| | |
343
| | |
234
|
Redeemable Convertible Preferred shares
| |
|
20,191
| |
|
20,055
| |
|
20,316
| |
|
20,084
|
Total Weighted Average Fully Converted Common Shares Outstanding
(Non-GAAP)
| | |
67,763
| | |
73,268
| | |
67,635
| | |
71,009
|
Adjusted (Loss) Earnings Per Fully Converted Share (Non-GAAP) | | $ | (0.12) | | $ | 0.03 | | $ | 0.45 | | $ | 0.62 |
| | | | | | | |
|
Advanced Drainage Systems, Inc.
Michael Higgins, 614-658-0050
Mike.Higgins@ads-pipe.com
Source: Advanced Drainage Systems, Inc.