EX-99.1 2 wms-ex991_6.htm EX-99.1 wms-ex991_6.htm

Exhibit 99.1

 

ADVANCED DRAINAGE SYSTEMS ANNOUNCES SECOND QUARTER FISCAL 2019 RESULTS

HILLIARD, Ohio – (November 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 second fiscal quarter ended September 30, 2018.

 

Second Quarter Fiscal 2019 Highlights

Net sales increased 1.4% to $406.6 million

Net income increased 63.6% to $29.4 million

Adjusted EBITDA (Non-GAAP) increased 6.9% to $71.5 million

 

Fiscal Year to Date Highlights

Net sales increased 4.6% to $794.4 million

Net income increased 73.0% to $63.0 million

Adjusted EBITDA (Non-GAAP) increased 15.3% to $146.7 million

Cash provided by operating activities increased 104.9% to $58.2 million

Free cash flow (Non-GAAP) improved $37.5 million to $38.9 million

Scott Barbour, President and Chief Executive Officer of ADS commented, “We delivered solid top-line performance this quarter, reflecting growth in our domestic non-residential and residential construction end markets, double-digit growth in International sales and strong performance from Allied products. Net sales growth of 1.4% was negatively impacted by record rainfall in September throughout many of our key markets as well as the unfavorable comparison to September of last year when sales demand was accelerated due to Hurricane Irma and our corresponding pricing action. Absent these two items, our net sales growth for the quarter would have been mid- to high-single digits. Importantly, this quarter also marks our fourth consecutive quarter of year-over-year margin improvement driven by our disciplined execution, favorable pricing, and cost containment initiatives. As we look ahead, we will continue to focus on our key growth and execution strategies to drive above-market growth, while continuing to mitigate inflationary pressures, increase profitability and drive shareholder value. We remain confident in our outlook for the balance of the year, including the health of our core construction end markets, and look forward to building on our strong first half performance.”

 

Second Quarter Fiscal 2018 Results


Net sales increased 1.4% to $406.6 million, as compared to $401.0 million in the prior year. Domestic net sales decreased slightly to $351.3 million as compared to $351.9 million in the prior year. International net sales increased 12.4% to $55.3 million as compared to $49.2 million in the prior year, driven by sales growth in Canada, Mexico and our Exports business.

 

Gross profit increased 6.2% to $95.4 million, as compared to $89.8 million the prior year quarter. As a percentage of net sales, gross profit increased 110 basis points to 23.5%, compared to 22.4% in the prior year. The increase is primarily due to favorable pricing and cost containment, partially offset by higher inflationary costs, including resin and transportation expenses, among others.

 

Adjusted EBITDA (Non-GAAP) increased 6.9% to $71.5 million, as compared to $66.9 million in the prior year quarter. As a percentage of net sales, Adjusted EBITDA increased 90 basis points to 17.6% as compared to 16.7% in the prior year. The increase in Adjusted EBITDA margin was largely attributed to the factors mentioned above.

 

Reconciliations of GAAP to Non-GAAP financial measures for Adjusted EBITDA and Free Cash Flow have 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 Results


Net sales increased 4.6% to $794.4 million, as compared to $759.4 million in the prior year. Domestic net sales increased 3.3% to $693.8 million as compared to $671.4 million in the prior year, primarily driven by solid construction market demand, favorable

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pricing and strong Allied product sales. International net sales increased 14.3% to $100.6 million as compared to $88.0 million in the prior year, driven by growth in Canada, Mexico and our Exports business.

 

Gross profit increased 10.5% to $195.1 million, as compared to $176.5 million the prior year. As a percentage of net sales, gross profit increased 130 basis points to 24.6% compared to 23.2% in the prior year. The increase is primarily due to favorable pricing and cost containment, partially offset by higher inflationary costs, including resin and transportation expenses, among others.

 

Adjusted EBITDA (Non-GAAP) increased 15.3% to $146.7 million, as compared to $127. 2 million in the prior year. As a percentage of net sales, Adjusted EBITDA increased 170 basis points to 18.5% as compared to 16.8% in the prior year. The increase in Adjusted EBITDA margin was largely attributed to the factors mentioned above.

 

Net cash provided by operating activities increased 104.9% to $58.2 million, as compared to $28.4 million in the prior year. Free cash flow (Non-GAAP) increased $37.5 million to $38.9 million, as compared to $1.4 million in the prior year. Net debt (total debt and capital lease obligations net of cash) was $346.6 million as of September 30, 2018, a decrease of $15.6 million from March 31, 2018.

 

Fiscal Year 2019 Outlook

 

Based on current visibility, backlog of existing orders and business trends, the Company reaffirmed its net sales and Adjusted EBITDA targets for fiscal 2019. Net sales are expected to be in the range of $1.375 billion to $1.425 billion and Adjusted EBITDA is expected to be in the range of $225 to $240 million. Capital expenditures are expected to be approximately $50 to $60 million.

 

Webcast Information

 

The Company will host an investor conference call and webcast on Thursday, November 8, 2018 at 10:00 a.m. Eastern Time. The live call can be accessed by dialing 1-844-484-0244 (US toll-free) or 1-647-689-5142 (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 one year 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, overall product breadth and scale and manufacturing excellence. Founded in 1966, the Company operates a global network of approximately 55 manufacturing plants and over 30 distribution centers. To learn more about 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. 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

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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 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.

 

For more information, please contact:

Michael Higgins

VP, Corporate Strategy & Investor Relations

(614) 658-0050

Mike.Higgins@ads-pipe.com

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Financial Statements

ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

 

Three Months Ended

 

 

Six Months Ended

 

 

September 30,

 

 

September 30,

 

(Amounts in thousands, except per share data)

2018

 

 

2017

 

 

2018

 

 

2017

 

Net sales

$

406,555

 

 

$

401,049

 

 

$

794,402

 

 

$

759,408

 

Cost of goods sold

 

311,182

 

 

 

311,248

 

 

 

599,338

 

 

 

582,868

 

Gross profit

 

95,373

 

 

 

89,801

 

 

 

195,064

 

 

 

176,540

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling

 

24,731

 

 

 

24,346

 

 

 

48,896

 

 

 

47,445

 

General and administrative

 

21,584

 

 

 

23,887

 

 

 

42,966

 

 

 

50,563

 

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

 

324

 

 

 

5,121

 

 

 

1,428

 

 

 

8,544

 

Intangible amortization

 

1,985

 

 

 

2,015

 

 

 

3,969

 

 

 

4,059

 

Income from operations

 

46,749

 

 

 

34,432

 

 

 

97,805

 

 

 

65,929

 

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

4,531

 

 

 

5,055

 

 

 

8,333

 

 

 

9,534

 

Derivative gains and other income, net

 

94

 

 

 

(2,539

)

 

 

(720

)

 

 

(3,493

)

Income before income taxes

 

42,124

 

 

 

31,916

 

 

 

90,192

 

 

 

59,888

 

Income tax expense

 

12,194

 

 

 

13,437

 

 

 

26,478

 

 

 

23,183

 

Equity in net loss (income) of unconsolidated affiliates

 

558

 

 

 

520

 

 

 

691

 

 

 

272

 

Net income

 

29,372

 

 

 

17,959

 

 

 

63,023

 

 

 

36,433

 

Less: net income attributable to noncontrolling interest

 

702

 

 

 

96

 

 

 

2,073

 

 

 

828

 

Net income attributable to ADS

 

28,670

 

 

 

17,863

 

 

 

60,950

 

 

 

35,605

 

Dividends to redeemable convertible preferred stockholders

 

(478

)

 

 

(470

)

 

 

(975

)

 

 

(959

)

Dividends paid to unvested restricted stockholders

 

(15

)

 

 

(16

)

 

 

(30

)

 

 

(35

)

Net income available to common stockholders and participating securities

 

28,177

 

 

 

17,377

 

 

 

59,945

 

 

 

34,611

 

Undistributed income allocated to participating securities

 

(2,310

)

 

 

(1,397

)

 

 

(5,022

)

 

 

(2,830

)

Net income available to common stockholders

$

25,867

 

 

$

15,980

 

 

$

54,923

 

 

$

31,781

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

56,929

 

 

 

55,269

 

 

 

56,776

 

 

 

55,286

 

Diluted

 

57,558

 

 

 

55,893

 

 

 

57,374

 

 

 

55,953

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.45

 

 

$

0.29

 

 

$

0.97

 

 

$

0.57

 

Diluted

$

0.45

 

 

$

0.29

 

 

$

0.96

 

 

$

0.57

 

Cash dividends declared per share

$

0.08

 

 

$

0.07

 

 

$

0.16

 

 

$

0.14

 

 

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ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

 

 

 

As of

 

(Amounts in thousands)

September 30, 2018

 

 

March 31, 2018

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash

$

17,612

 

 

$

17,587

 

Receivables, net

 

236,968

 

 

 

171,961

 

Inventories

 

247,161

 

 

 

263,792

 

Other current assets

 

7,219

 

 

 

5,113

 

Total current assets

 

508,960

 

 

 

458,453

 

Property, plant and equipment, net

 

402,238

 

 

 

399,381

 

Other assets:

 

 

 

 

 

 

 

Goodwill

 

103,002

 

 

 

103,017

 

Intangible assets, net

 

40,693

 

 

 

44,437

 

Other assets

 

39,342

 

 

 

37,954

 

Total assets

$

1,094,235

 

 

$

1,043,242

 

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Current maturities of debt obligations

$

26,395

 

 

$

26,848

 

Current maturities of capital lease obligations

 

22,970

 

 

 

22,007

 

Accounts payable

 

95,861

 

 

 

105,521

 

Other accrued liabilities

 

65,116

 

 

 

60,560

 

Accrued income taxes

 

10,455

 

 

 

6,307

 

Total current liabilities

 

220,797

 

 

 

221,243

 

Long-term debt obligations, net

 

252,524

 

 

 

270,900

 

Long-term capital lease obligations

 

62,283

 

 

 

59,963

 

Deferred tax liabilities

 

35,750

 

 

 

32,304

 

Other liabilities

 

24,721

 

 

 

25,023

 

Total liabilities

 

596,075

 

 

 

609,433

 

Mezzanine equity:

 

 

 

 

 

 

 

Redeemable convertible preferred stock

 

285,117

 

 

 

291,247

 

Deferred compensation — unearned ESOP shares

 

(185,376

)

 

 

(190,168

)

Redeemable noncontrolling interest in subsidiaries

 

8,968

 

 

 

8,471

 

Total mezzanine equity

 

108,709

 

 

 

109,550

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock

 

11,433

 

 

 

11,426

 

Paid-in capital

 

381,475

 

 

 

364,908

 

Common stock in treasury, at cost

 

(9,035

)

 

 

(8,277

)

Accumulated other comprehensive loss

 

(22,843

)

 

 

(21,247

)

Retained deficit

 

11,631

 

 

 

(39,214

)

Total ADS stockholders’ equity

 

372,661

 

 

 

307,596

 

Noncontrolling interest in subsidiaries

 

16,790

 

 

 

16,663

 

Total stockholders’ equity

 

389,451

 

 

 

324,259

 

Total liabilities, mezzanine equity and stockholders’ equity

$

1,094,235

 

 

$

1,043,242

 

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ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

 

  

Six Months Ended September 30,

 

(Amounts in thousands)

2018

 

 

2017

 

Cash Flow from Operating Activities

 

 

 

 

 

 

 

Net income

$

63,023

 

 

$

36,433

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

35,363

 

 

 

37,941

 

Deferred income taxes

 

3,221

 

 

 

(801

)

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

 

1,428

 

 

 

8,544

 

ESOP and stock-based compensation

 

11,760

 

 

 

8,709

 

Amortization of deferred financing charges

 

387

 

 

 

550

 

Fair market value adjustments to derivatives

 

(901

)

 

 

(590

)

Equity in net loss (income) of unconsolidated affiliates

 

691

 

 

 

272

 

Other operating activities

 

(1,342

)

 

 

12,078

 

Changes in working capital:

 

 

 

 

 

 

 

Receivables

 

(64,649

)

 

 

(111,463

)

Inventories

 

16,378

 

 

 

46,205

 

Prepaid expenses and other current assets

 

(2,116

)

 

 

256

 

Accounts payable, accrued expenses, and other liabilities

 

(5,082

)

 

 

(9,745

)

Net cash provided by (used in) operating activities

 

58,161

 

 

 

28,389

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Capital expenditures

 

(19,299

)

 

 

(27,035

)

Other investing activities

 

429

 

 

 

(2,401

)

Net cash used in investing activities

 

(18,870

)

 

 

(29,436

)

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Proceeds from Revolving Credit Facility

 

250,100

 

 

 

335,950

 

Payments on Revolving Credit Facility

 

(243,400

)

 

 

(273,650

)

Payments on Term Loan

 

-

 

 

 

(72,500

)

Proceeds from Senior Loan

 

-

 

 

 

75,000

 

Payments on Senior Notes

 

(25,000

)

 

 

(25,000

)

Debt issuance costs

 

-

 

 

 

(2,268

)

Payments of notes, mortgages, and other debt

 

(465

)

 

 

(1,450

)

Payments on capital lease obligations

 

(11,619

)

 

 

(12,217

)

Cash dividends paid

 

(11,618

)

 

 

(8,673

)

Proceeds from option exercises

 

3,473

 

 

 

100

 

Repurchase of common stock

 

-

 

 

 

(7,947

)

Other financing activities

 

(561

)

 

 

(1,171

)

Net cash (used in) provided by financing activities

 

(39,090

)

 

 

6,174

 

Effect of exchange rate changes on cash

 

(176

)

 

 

(394

)

Net change in cash

 

25

 

 

 

4,733

 

Cash at beginning of period

 

17,587

 

 

 

6,450

 

Cash at end of period

$

17,612

 

 

$

11,183

 

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Selected Financial Data

The following tables set forth net sales by reportable segment for each of the periods indicated.

 

Three Months Ended

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

(Amounts in thousands

September 30,

 

 

%

 

 

September 30,

 

 

%

 

except percentages)

2018

 

 

2017

 

 

Variance

 

 

2018

 

 

2017

 

 

Variance

 

Domestic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

$

249,324

 

 

$

256,175

 

 

 

(2.7

%)

 

$

491,350

 

 

$

484,798

 

 

 

1.4

%

Allied Products

 

101,945

 

 

 

95,709

 

 

 

6.5

%

 

 

202,417

 

 

 

186,583

 

 

 

8.5

%

Domestic net sales

$

351,269

 

 

$

351,884

 

 

 

(0.2

%)

 

$

693,767

 

 

$

671,381

 

 

 

3.3

%

International

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

$

44,008

 

 

$

38,375

 

 

 

14.7

%

 

$

78,456

 

 

$

68,329

 

 

 

14.8

%

Allied Products

 

11,278

 

 

 

10,790

 

 

 

4.5

%

 

 

22,179

 

 

 

19,698

 

 

 

12.6

%

International net sales

$

55,286

 

 

$

49,165

 

 

 

12.4

%

 

$

100,635

 

 

$

88,027

 

 

 

14.3

%

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

$

293,332

 

 

$

294,550

 

 

 

(0.4

%)

 

$

569,806

 

 

$

553,127

 

 

 

3.0

%

Allied Products

 

113,223

 

 

 

106,499

 

 

 

6.3

%

 

 

224,596

 

 

 

206,281

 

 

 

8.9

%

Net sales

$

406,555

 

 

$

401,049

 

 

 

1.4

%

 

$

794,402

 

 

$

759,408

 

 

 

4.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee Stock Ownership Plan (“ESOP”)

The Company established an ESOP to enable employees to acquire stock ownership in ADS in the form of redeemable convertible preferred shares (“preferred shares”). All preferred shares will be converted to common shares by plan maturity, which will be no later than March 2023. The ESOP’s conversion of preferred shares into common shares will have a meaningful impact on net income, net income per share and common shares outstanding. The common shares outstanding will be greater after conversion.

Net Income

The impact of the ESOP on net income includes the ESOP deferred compensation attributable to the preferred shares allocated to employee accounts during the period, which is a non-cash charge to our earnings and not deductible for income tax purposes.

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

(Amounts in thousands)

2018

 

 

2017

 

 

2018

 

 

2017

 

 

Net income attributable to ADS

$

28,670

 

 

$

17,863

 

 

$

60,950

 

 

$

35,605

 

 

ESOP deferred compensation

 

4,368

 

 

 

2,595

 

 

 

8,389

 

 

 

5,209

 

 

Common shares outstanding

The conversion of the preferred shares will increase the number of common shares outstanding. Preferred shares will convert to common shares at plan maturity, or upon retirement, disability, death or vested terminations over the life of the plan.

 

 

Three Months Ended

 

 

Six Months Ended

 

 

September 30,

 

 

September 30,

 

(Shares in thousands)

2018

 

 

2017

 

 

2018

 

 

2017

 

Weighted average common shares outstanding - Basic

 

56,929

 

 

 

55,269

 

 

 

56,776

 

 

 

55,286

 

Conversion of preferred shares

 

17,711

 

 

 

18,353

 

 

 

17,799

 

 

 

18,470

 

Unvested restricted shares

 

83

 

 

 

223

 

 

 

87

 

 

 

240

 

 


7

 


 

Non-GAAP Financial Measures

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

Reconciliation of Non-GAAP Financial Measures

This press release includes references to Adjusted EBITDA and Free Cash Flow, 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 and Free Cash Flow may be different from non-GAAP financial measures used by other companies, even when similar terms are used to identify such measures.

EBITDA and Adjusted EBITDA are non-GAAP financial measures that comprise 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.

 

The following tables present a reconciliation of EBITDA and Adjusted EBITDA to Net Income and Free Cash Flow to Cash Flow from Operating Activities, the most comparable GAAP measures, for each of the periods indicated.

 

Reconciliation of Adjusted EBITDA to Net Income

 

 

Three Months Ended

 

 

Six Months Ended

 

 

September 30,

 

 

September 30,

 

(Amounts in thousands)

2018

 

 

2017

 

 

2018

 

 

2017

 

Net income

$

29,372

 

 

$

17,959

 

 

$

63,023

 

 

$

36,433

 

Depreciation and amortization

 

17,536

 

 

 

19,720

 

 

 

35,363

 

 

 

37,941

 

Interest expense

 

4,531

 

 

 

5,055

 

 

 

8,333

 

 

 

9,534

 

Income tax expense

 

12,194

 

 

 

13,437

 

 

 

26,478

 

 

 

23,183

 

EBITDA

 

63,633

 

 

 

56,171

 

 

 

133,197

 

 

 

107,091

 

Derivative fair value adjustments

 

154

 

 

 

(781

)

 

 

142

 

 

 

(590

)

Foreign currency transaction gains

 

818

 

 

 

(1,579

)

 

 

647

 

 

 

(2,448

)

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

 

324

 

 

 

5,121

 

 

 

1,428

 

 

 

8,544

 

Unconsolidated affiliates interest, tax, depreciation and amortization

 

271

 

 

 

715

 

 

 

650

 

 

 

1,423

 

Contingent consideration remeasurement

 

(9

)

 

 

6

 

 

 

(7

)

 

 

32

 

Stock-based compensation expense

 

1,812

 

 

 

1,810

 

 

 

3,371

 

 

 

3,500

 

ESOP deferred compensation

 

4,368

 

 

 

2,595

 

 

 

8,389

 

 

 

5,209

 

Executive retirement (benefit) expense

 

50

 

 

 

894

 

 

 

(278

)

 

 

909

 

Restatement-related (benefit) costs

 

35

 

 

 

1,042

 

 

 

(1,196

)

 

 

2,502

 

Transaction costs

 

65

 

 

 

890

 

 

 

321

 

 

 

1,507

 

Adjusted EBITDA

$

71,521

 

 

$

66,884

 

 

$

146,664

 

 

$

127,679

 

 

 

 

8

 


Reconciliation of Segment Adjusted EBITDA to Net Income

 

 

Three Months Ended September 30,

 

 

2018

 

 

2017

 

(Amounts in thousands)

Domestic

 

 

International

 

 

Domestic

 

 

International

 

Net income

$

26,617

 

 

$

2,755

 

 

$

16,932

 

 

$

1,027

 

Depreciation and amortization

 

15,638

 

 

 

1,898

 

 

 

17,658

 

 

 

2,062

 

Interest expense

 

4,434

 

 

 

97

 

 

 

4,971

 

 

 

84

 

Income tax expense

 

11,518

 

 

 

676

 

 

 

12,185

 

 

 

1,252

 

EBITDA

 

58,207

 

 

 

5,426

 

 

 

51,746

 

 

 

4,425

 

Derivative fair value adjustments

 

154

 

 

 

-

 

 

 

(781

)

 

 

-

 

Foreign currency transaction gains

 

-

 

 

 

818

 

 

 

-

 

 

 

(1,579

)

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

 

(137

)

 

 

461

 

 

 

4,994

 

 

 

127

 

Unconsolidated affiliates interest, tax, depreciation and amortization

 

-

 

 

 

271

 

 

 

277

 

 

 

438

 

Contingent consideration remeasurement

 

(9

)

 

 

-

 

 

 

6

 

 

 

-

 

Stock-based compensation expense

 

1,812

 

 

 

-

 

 

 

1,810

 

 

 

-

 

ESOP deferred compensation

 

4,368

 

 

 

-

 

 

 

2,595

 

 

 

-

 

Executive retirement (benefit) expense

 

50

 

 

 

-

 

 

 

894

 

 

 

-

 

Restatement-related (benefit) costs

 

35

 

 

 

-

 

 

 

1,042

 

 

 

-

 

Transaction costs

 

59

 

 

 

6

 

 

 

890

 

 

 

-

 

Adjusted EBITDA(a)

$

64,539

 

 

$

6,982

 

 

$

63,473

 

 

$

3,411

 

 

 

 

Six Months Ended September 30,

 

 

2018

 

 

2017

 

(Amounts in thousands)

Domestic

 

 

International

 

 

Domestic

 

 

International

 

Net income

$

57,206

 

 

$

5,817

 

 

$

32,082

 

 

$

4,351

 

Depreciation and amortization

 

31,591

 

 

 

3,772

 

 

 

33,921

 

 

 

4,020

 

Interest expense

 

8,191

 

 

 

142

 

 

 

9,356

 

 

 

178

 

Income tax expense

 

24,775

 

 

 

1,703

 

 

 

21,700

 

 

 

1,483

 

EBITDA

 

121,763

 

 

 

11,434

 

 

 

97,059

 

 

 

10,032

 

Derivative fair value adjustments

 

142

 

 

 

-

 

 

 

(590

)

 

 

-

 

Foreign currency transaction gains

 

-

 

 

 

647

 

 

 

-

 

 

 

(2,448

)

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

 

872

 

 

 

556

 

 

 

8,313

 

 

 

231

 

Unconsolidated affiliates interest, tax, depreciation and amortization

 

-

 

 

 

650

 

 

 

571

 

 

 

852

 

Contingent consideration remeasurement

 

(7

)

 

 

-

 

 

 

32

 

 

 

-

 

Stock-based compensation expense (benefit)

 

3,371

 

 

 

-

 

 

 

3,500

 

 

 

-

 

ESOP deferred compensation

 

8,389

 

 

 

-

 

 

 

5,209

 

 

 

-

 

Executive retirement expense (benefit)

 

(278

)

 

 

-

 

 

 

909

 

 

 

-

 

Restatement-related costs

 

(1,196

)

 

 

-

 

 

 

2,502

 

 

 

-

 

Transaction costs

 

315

 

 

 

6

 

 

 

1,057

 

 

 

-

 

Adjusted EBITDA(a)

$

133,371

 

 

$

13,293

 

 

$

118,562

 

 

$

9,117

 

 

Reconciliation of Free Cash Flow to Cash flow from Operating Activities

 

  

Six Months Ended September 30,

 

(Amounts in thousands)

2018

 

 

2017

 

Net cash provided by (used in) operating activities

$

58,161

 

 

$

28,389

 

Capital expenditures

 

(19,299

)

 

 

(27,035

)

Free cash flow

$

38,862

 

 

$

1,354