EX-99.1 2 wms-ex991_7.htm EX-99.1 wms-ex991_7.htm

Exhibit 99.1

 

ADVANCED DRAINAGE SYSTEMS ANNOUNCES THIRD QUARTER FISCAL 2019 RESULTS

HILLIARD, Ohio – (February 7, 2019) – 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 third fiscal quarter ended December 31, 2018.

 

Third Quarter Fiscal 2019 Results

Net sales decreased 0.8% to $318.1 million

Net income decreased 50.2% to $16.6 million

Adjusted EBITDA (Non-GAAP) decreased 13.5% to $48.4 million

 

Fiscal Year to Date Results

Net sales increased 3.0% to $1,112.5 million

Net income increased 14.3% to $79.6 million

Adjusted EBITDA (Non-GAAP) increased 6.5% to $195.1 million

Cash provided by operating activities increased 6.6% to $148.0 million

Free cash flow (Non-GAAP) increased 12.6% to $116.9 million

Scott Barbour, President and Chief Executive Officer of ADS commented, “We are on track to meet our financial guidance for the year, despite unseasonably wet weather conditions throughout the United States and Canada in November and December which shifted sales some volume from our fiscal third quarter to our fiscal fourth quarter. As we look ahead, we remain focused on improved execution and key strategies to drive above-market growth, while continuing to mitigate inflationary pressures, increase profitability and drive shareholder value. We are confident in the health of our core construction end markets and have a clear line of sight to execute on the guidance we are reaffirming today.”

Barbour continued, “This quarter’s domestic construction market growth of 6% was driven by strength in our non-residential and residential end markets as well as broad-based growth across both Pipe and Allied Products. The agriculture market remained challenged this quarter partially due to weather conditions in key geographies such as the Midwest and Ontario. However, despite the lower than anticipated sales volume, our third quarter Adjusted EBITDA margin was on track to our plan. Recall, the third quarter margin in the prior year was a high-water mark, benefitting from pricing actions we took in September 2017 to get ahead of inflationary pressure on resin due to the hurricanes.”

 

Third Quarter Fiscal 2018 Results


Net sales decreased 0.8% to $318.1 million, as compared to $320.8 million in the prior year. Domestic net sales increased 0.8% to $279.2 million as compared to $276.9 million in the prior year, driven by strength in construction market sales. International net sales decreased 11.4% to $38.9 million as compared to $44.0 million in the prior year, driven primarily by sales in Canada.

 

Gross profit decreased 7.0% to $72.4 million, as compared to $77.8 million the prior year quarter. As a percentage of net sales, gross profit decreased 150 basis points to 22.8%, compared to 24.3% in the prior year. The decrease is primarily due to higher inflationary costs on resin, transportation and wages, among others.

 

Adjusted EBITDA (Non-GAAP) decreased 13.5% to $48.4 million, as compared to $56.0 million in the prior year quarter. As a percentage of net sales, Adjusted EBITDA decreased 230 basis points to 15.2% as compared to 17.5% in the prior year. The decrease 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.”

 

1

 


 

Fiscal Year-to-Date Results


Net sales increased 3.0% to $1,112.5 million, as compared to $1,080.2 million in the prior year. Domestic net sales increased 2.6% to $972.9 million as compared to $948.3 million in the prior year, primarily driven by solid construction market demand, favorable pricing and strong Allied product sales. International net sales increased 5.7% to $139.6 million as compared to $132.0 million in the prior year, driven by growth in Mexico and our Exports business.

 

Gross profit increased 5.1% to $267.5 million, as compared to $254.4 million the prior year. As a percentage of net sales, gross profit increased 50 basis points to 24.0% compared to 23.5% in the prior year. The increase is primarily due to favorable pricing and cost containment, partially offset by higher inflationary costs on resin, transportation and wages, among others.

 

Adjusted EBITDA (Non-GAAP) increased 6.5% to $195.1 million, as compared to $183.2 million in the prior year. As a percentage of net sales, Adjusted EBITDA increased 50 basis points to 17.5% as compared to 17.0% 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 6.6% to $148.0 million, as compared to $138.9 million in the prior year. Free cash flow (Non-GAAP) increased 12.6% to $116.9 million, as compared to $103.8 million in the prior year. Net debt (total debt and capital lease obligations net of cash) was $294.1 million as of December 31, 2018, a decrease of $68.1 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 $40 to $50 million.

 

Webcast Information

 

The Company will host an investor conference call and webcast on Thursday, February 7, 2019 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

2

 


 

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 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

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)

2018

 

 

2017

 

 

2018

 

 

2017

 

Net sales

$

318,113

 

 

$

320,832

 

 

$

1,112,515

 

 

$

1,080,240

 

Cost of goods sold

 

245,714

 

 

 

243,006

 

 

 

845,052

 

 

 

825,874

 

Gross profit

 

72,399

 

 

 

77,826

 

 

 

267,463

 

 

 

254,366

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling

 

23,260

 

 

 

22,903

 

 

 

72,156

 

 

 

70,348

 

General and administrative

 

22,116

 

 

 

23,788

 

 

 

65,082

 

 

 

74,351

 

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

 

144

 

 

 

1,924

 

 

 

1,572

 

 

 

10,468

 

Intangible amortization

 

1,976

 

 

 

2,012

 

 

 

5,945

 

 

 

6,071

 

Income from operations

 

24,903

 

 

 

27,199

 

 

 

122,708

 

 

 

93,128

 

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

5,695

 

 

 

3,086

 

 

 

14,028

 

 

 

12,620

 

Derivative loss (gains) and other expense (income), net

 

634

 

 

 

(963

)

 

 

(86

)

 

 

(4,456

)

Income before income taxes

 

18,574

 

 

 

25,076

 

 

 

108,766

 

 

 

84,964

 

Income tax expense (benefit)

 

2,490

 

 

 

(7,371

)

 

 

28,968

 

 

 

15,812

 

Equity in net (income) loss of unconsolidated affiliates

 

(466

)

 

 

(768

)

 

 

225

 

 

 

(496

)

Net income

 

16,550

 

 

 

33,215

 

 

 

79,573

 

 

 

69,648

 

Less: net income attributable to noncontrolling interest

 

738

 

 

 

1,110

 

 

 

2,811

 

 

 

1,938

 

Net income attributable to ADS

 

15,812

 

 

 

32,105

 

 

 

76,762

 

 

 

67,710

 

Dividends to redeemable convertible preferred stockholders

 

(467

)

 

 

(456

)

 

 

(1,442

)

 

 

(1,415

)

Dividends paid to unvested restricted stockholders

 

(25

)

 

 

(12

)

 

 

(55

)

 

 

(47

)

Net income available to common stockholders and participating securities

 

15,320

 

 

 

31,637

 

 

 

75,265

 

 

 

66,248

 

Undistributed income allocated to participating securities

 

(1,027

)

 

 

(2,766

)

 

 

(6,048

)

 

 

(5,588

)

Net income available to common stockholders

$

14,293

 

 

$

28,871

 

 

$

69,217

 

 

$

60,660

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

57,180

 

 

 

55,917

 

 

 

56,925

 

 

 

55,497

 

Diluted

 

57,685

 

 

 

56,459

 

 

 

57,482

 

 

 

56,124

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.25

 

 

$

0.52

 

 

$

1.22

 

 

$

1.09

 

Diluted

$

0.25

 

 

$

0.51

 

 

$

1.20

 

 

$

1.08

 

Cash dividends declared per share

$

0.08

 

 

$

0.07

 

 

$

0.24

 

 

$

0.21

 

 

4

 


 

ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

 

 

 

As of

 

(Amounts in thousands)

December 31, 2018

 

 

March 31, 2018

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash

$

19,758

 

 

$

17,587

 

Receivables, net

 

152,538

 

 

 

171,961

 

Inventories

 

246,451

 

 

 

263,792

 

Other current assets

 

7,641

 

 

 

5,113

 

Total current assets

 

426,388

 

 

 

458,453

 

Property, plant and equipment, net

 

402,819

 

 

 

399,381

 

Other assets:

 

 

 

 

 

 

 

Goodwill

 

102,423

 

 

 

103,017

 

Intangible assets, net

 

38,554

 

 

 

44,437

 

Other assets

 

36,856

 

 

 

37,954

 

Total assets

$

1,007,040

 

 

$

1,043,242

 

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Current maturities of debt obligations

$

26,165

 

 

$

26,848

 

Current maturities of capital lease obligations

 

23,354

 

 

 

22,007

 

Accounts payable

 

66,361

 

 

 

105,521

 

Other accrued liabilities

 

67,567

 

 

 

60,560

 

Accrued income taxes

 

6,608

 

 

 

6,307

 

Total current liabilities

 

190,055

 

 

 

221,243

 

Long-term debt obligations, net

 

200,764

 

 

 

270,900

 

Long-term capital lease obligations

 

63,541

 

 

 

59,963

 

Deferred tax liabilities

 

35,472

 

 

 

32,304

 

Other liabilities

 

22,220

 

 

 

25,023

 

Total liabilities

 

512,052

 

 

 

609,433

 

Mezzanine equity:

 

 

 

 

 

 

 

Redeemable convertible preferred stock

 

285,117

 

 

 

291,247

 

Deferred compensation — unearned ESOP shares

 

(182,980

)

 

 

(190,168

)

Redeemable noncontrolling interest in subsidiaries

 

-

 

 

 

8,471

 

Total mezzanine equity

 

102,137

 

 

 

109,550

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock

 

11,433

 

 

 

11,426

 

Paid-in capital

 

383,300

 

 

 

364,908

 

Common stock in treasury, at cost

 

(9,117

)

 

 

(8,277

)

Accumulated other comprehensive loss

 

(27,675

)

 

 

(21,247

)

Retained earnings (deficit)

 

22,017

 

 

 

(39,214

)

Total ADS stockholders’ equity

 

379,958

 

 

 

307,596

 

Noncontrolling interest in subsidiaries

 

12,893

 

 

 

16,663

 

Total stockholders’ equity

 

392,851

 

 

 

324,259

 

Total liabilities, mezzanine equity and stockholders’ equity

$

1,007,040

 

 

$

1,043,242

 

5

 


 

ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

 

 

Nine Months Ended December 31,

 

(Amounts in thousands)

2018

 

 

2017

 

Cash Flow from Operating Activities

 

 

 

 

 

 

 

Net income

$

79,573

 

 

$

69,648

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

52,912

 

 

 

55,793

 

Deferred income taxes

 

2,316

 

 

 

(12,738

)

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

 

1,572

 

 

 

10,468

 

ESOP and stock-based compensation

 

16,142

 

 

 

13,086

 

Amortization of deferred financing charges

 

561

 

 

 

746

 

Fair market value adjustments to derivatives

 

1,976

 

 

 

(1,988

)

Equity in net loss (income) of unconsolidated affiliates

 

225

 

 

 

(496

)

Other operating activities

 

(3,493

)

 

 

12,046

 

Changes in working capital:

 

 

 

 

 

 

 

Receivables

 

16,768

 

 

 

(14,817

)

Inventories

 

15,705

 

 

 

44,560

 

Prepaid expenses and other current assets

 

(2,562

)

 

 

2,105

 

Accounts payable, accrued expenses, and other liabilities

 

(33,673

)

 

 

(39,504

)

Net cash provided by operating activities

 

148,022

 

 

 

138,909

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Capital expenditures

 

(31,130

)

 

 

(35,124

)

Cash paid for acquisitions, net of cash acquired

 

-

 

 

 

(1,990

)

Proceeds from sale of corporate-owned life insurance

 

-

 

 

 

5,959

 

Other investing activities

 

1,109

 

 

 

(570

)

Net cash used in investing activities

 

(30,021

)

 

 

(31,725

)

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Proceeds from Revolving Credit Facility

 

331,600

 

 

 

397,450

 

Payments on Revolving Credit Facility

 

(376,600

)

 

 

(431,950

)

Payments on Term Loan

 

-

 

 

 

(72,500

)

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

 

(700

)

 

 

(1,675

)

Payments on capital lease obligations

 

(17,791

)

 

 

(18,176

)

Acquisition of noncontrolling interest in BaySaver

 

(8,821

)

 

 

-

 

Cash dividends paid

 

(21,084

)

 

 

(13,511

)

Proceeds from exercise of stock options

 

3,937

 

 

 

7,606

 

Repurchase of common stock

 

-

 

 

 

(7,947

)

Other financing activities

 

(920

)

 

 

(1,558

)

Net cash provided by financing activities

 

(115,379

)

 

 

(94,529

)

Effect of exchange rate changes on cash

 

(451

)

 

 

(698

)

Net change in cash

 

2,171

 

 

 

11,957

 

Cash at beginning of period

 

17,587

 

 

 

6,450

 

Cash at end of period

$

19,758

 

 

$

18,407

 

6

 


 

Selected Financial Data

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

 

Three Months Ended

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

(Amounts in thousands

December 31,

 

 

%

 

 

December 31,

 

 

%

 

except percentages)

2018

 

 

2017

 

 

Variance

 

 

2018

 

 

2017

 

 

Variance

 

Domestic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

$

196,675

 

 

$

198,713

 

 

 

(1.0

%)

 

$

688,025

 

 

$

683,512

 

 

 

0.7

%

Allied Products

 

82,504

 

 

 

78,159

 

 

 

5.6

%

 

 

284,921

 

 

 

264,741

 

 

 

7.6

%

Domestic net sales

$

279,179

 

 

$

276,872

 

 

 

0.8

%

 

$

972,946

 

 

$

948,253

 

 

 

2.6

%

International

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

$

29,580

 

 

$

33,231

 

 

 

(11.0

%)

 

$

108,036

 

 

$

101,560

 

 

 

6.4

%

Allied Products

 

9,354

 

 

 

10,729

 

 

 

(12.8

%)

 

 

31,533

 

 

 

30,427

 

 

 

3.6

%

International net sales

$

38,934

 

 

$

43,960

 

 

 

(11.4

%)

 

$

139,569

 

 

$

131,987

 

 

 

5.7

%

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

$

226,255

 

 

$

231,944

 

 

 

(2.5

%)

 

$

796,061

 

 

$

785,072

 

 

 

1.4

%

Allied Products

 

91,858

 

 

 

88,888

 

 

 

3.3

%

 

 

316,454

 

 

 

295,168

 

 

 

7.2

%

Net sales

$

318,113

 

 

$

320,832

 

 

 

(0.8

%)

 

$

1,112,515

 

 

$

1,080,240

 

 

 

3.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

Nine Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

(Amounts in thousands)

2018

 

 

2017

 

 

2018

 

 

2017

 

 

Net income attributable to ADS

$

15,812

 

 

$

32,105

 

 

$

76,762

 

 

$

67,710

 

 

ESOP deferred compensation

 

2,724

 

 

 

2,737

 

 

 

11,113

 

 

 

7,946

 

 

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

 

 

Nine Months Ended

 

 

December 31,

 

 

December 31,

 

(Shares in thousands)

2018

 

 

2017

 

 

2018

 

 

2017

 

Weighted average common shares outstanding - Basic

 

57,180

 

 

 

55,917

 

 

 

56,925

 

 

 

55,497

 

Conversion of preferred shares

 

17,675

 

 

 

18,219

 

 

 

17,777

 

 

 

18,386

 

Unvested restricted shares

 

80

 

 

 

270

 

 

 

85

 

 

 

270

 

 


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

 

 

Nine Months Ended

 

 

December 31,

 

 

December 31,

 

(Amounts in thousands)

2018

 

 

2017

 

 

2018

 

 

2017

 

Net income

$

16,550

 

 

$

33,215

 

 

$

79,573

 

 

$

69,648

 

Depreciation and amortization

 

17,549

 

 

 

17,852

 

 

 

52,912

 

 

 

55,793

 

Interest expense

 

5,695

 

 

 

3,086

 

 

 

14,028

 

 

 

12,620

 

Income tax expense (benefit)

 

2,490

 

 

 

(7,371

)

 

 

28,968

 

 

 

15,812

 

EBITDA

 

42,284

 

 

 

46,782

 

 

 

175,481

 

 

 

153,873

 

Derivative fair value adjustments

 

1,067

 

 

 

(145

)

 

 

1,209

 

 

 

(735

)

Foreign currency transaction (gains) losses

 

(423

)

 

 

(430

)

 

 

224

 

 

 

(2,878

)

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

 

144

 

 

 

1,924

 

 

 

1,572

 

 

 

10,468

 

Unconsolidated affiliates interest, tax, depreciation and amortization

 

587

 

 

 

637

 

 

 

1,237

 

 

 

2,060

 

Contingent consideration remeasurement

 

(8

)

 

 

1

 

 

 

(15

)

 

 

33

 

Stock-based compensation expense

 

1,658

 

 

 

1,640

 

 

 

5,029

 

 

 

5,140

 

ESOP deferred stock-based compensation

 

2,724

 

 

 

2,737

 

 

 

11,113

 

 

 

7,946

 

Executive retirement (benefit) expense

 

50

 

 

 

73

 

 

 

(228

)

 

 

982

 

Restatement-related (benefit) costs

 

(742

)

 

 

888

 

 

 

(1,938

)

 

 

3,390

 

Legal settlement

 

-

 

 

 

1,800

 

 

 

-

 

 

 

1,800

 

Transaction costs

 

83

 

 

 

92

 

 

 

404

 

 

 

1,149

 

Strategic growth and operational improvement initiatives

 

1,010

 

 

 

-

 

 

 

1,010

 

 

 

-

 

Adjusted EBITDA

$

48,434

 

 

$

55,999

 

 

$

195,098

 

 

$

183,228

 

8

 


 

 

 

 

Reconciliation of Segment Adjusted EBITDA to Net Income

 

 

Three Months Ended December 31,

 

 

2018

 

 

2017

 

(Amounts in thousands)

Domestic

 

 

International

 

 

Domestic

 

 

International

 

Net income

$

13,333

 

 

$

3,217

 

 

$

29,755

 

 

$

3,460

 

Depreciation and amortization

 

15,690

 

 

 

1,859

 

 

 

15,804

 

 

 

2,048

 

Interest expense

 

5,621

 

 

 

74

 

 

 

3,007

 

 

 

79

 

Income tax expense (benefit)

 

1,885

 

 

 

605

 

 

 

(9,117

)

 

 

1,746

 

EBITDA

 

36,529

 

 

 

5,755

 

 

 

39,449

 

 

 

7,333

 

Derivative fair value adjustments

 

1,067

 

 

 

-

 

 

 

(145

)

 

 

-

 

Foreign currency transaction (gains) losses

 

-

 

 

 

(423

)

 

 

-

 

 

 

(430

)

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

 

89

 

 

 

55

 

 

 

1,940

 

 

 

(16

)

Unconsolidated affiliates interest, tax, depreciation and amortization

 

-

 

 

 

587

 

 

 

315

 

 

 

322

 

Contingent consideration remeasurement

 

(8

)

 

 

-

 

 

 

1

 

 

 

-

 

Stock-based compensation expense

 

1,658

 

 

 

-

 

 

 

1,640

 

 

 

-

 

ESOP deferred stock-based compensation

 

2,724

 

 

 

-

 

 

 

2,737

 

 

 

-

 

Executive retirement (benefit) expense

 

50

 

 

 

-

 

 

 

73

 

 

 

-

 

Restatement-related (benefit) costs

 

(742

)

 

 

-

 

 

 

888

 

 

 

-

 

Legal settlement

 

-

 

 

 

-

 

 

 

1,800

 

 

 

-

 

Transaction costs

 

83

 

 

 

-

 

 

 

92

 

 

 

-

 

Strategic growth and operational improvement initiatives

 

1,010

 

 

 

-

 

 

 

-

 

 

 

-

 

Adjusted EBITDA

$

42,460

 

 

$

5,974

 

 

$

48,790

 

 

$

7,209

 

 

 

 

Nine Months Ended December 31,

 

 

2018

 

 

2017

 

(Amounts in thousands)

Domestic

 

 

International

 

 

Domestic

 

 

International

 

Net income

$

70,539

 

 

$

9,034

 

 

$

61,837

 

 

$

7,811

 

Depreciation and amortization

 

47,281

 

 

 

5,631

 

 

 

49,725

 

 

 

6,068

 

Interest expense

 

13,812

 

 

 

216

 

 

 

12,363

 

 

 

257

 

Income tax expense (benefit)

 

26,660

 

 

 

2,308

 

 

 

12,583

 

 

 

3,229

 

EBITDA

 

158,292

 

 

 

17,189

 

 

 

136,508

 

 

 

17,365

 

Derivative fair value adjustments

 

1,209

 

 

 

-

 

 

 

(735

)

 

 

-

 

Foreign currency transaction gains (losses)

 

-

 

 

 

224

 

 

 

-

 

 

 

(2,878

)

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

 

961

 

 

 

611

 

 

 

10,253

 

 

 

215

 

Unconsolidated affiliates interest, tax, depreciation and amortization

 

-

 

 

 

1,237

 

 

 

886

 

 

 

1,174

 

Contingent consideration remeasurement

 

(15

)

 

 

-

 

 

 

33

 

 

 

-

 

Stock-based compensation expense

 

5,029

 

 

 

-

 

 

 

5,140

 

 

 

-

 

ESOP deferred stock-based compensation

 

11,113

 

 

 

-

 

 

 

7,946

 

 

 

-

 

Executive retirement expense (benefit)

 

(228

)

 

 

-

 

 

 

982

 

 

 

-

 

Restatement-related costs

 

(1,938

)

 

 

-

 

 

 

3,390

 

 

 

-

 

Legal settlement

 

-

 

 

 

-

 

 

 

1,800

 

 

 

-

 

Transaction costs

 

398

 

 

 

6

 

 

 

1,149

 

 

 

-

 

Strategic growth and operational improvement initiatives

 

1,010

 

 

 

-

 

 

 

-

 

 

 

-

 

Adjusted EBITDA

$

175,831

 

 

$

19,267

 

 

$

167,352

 

 

$

15,876

 

9

 


 

Reconciliation of Free Cash Flow to Cash flow from Operating Activities

 

  

Nine Months Ended December 31,

 

(Amounts in thousands)

2018

 

 

2017

 

Net cash flow from operating activities

$

148,022

 

 

$

138,909

 

Capital expenditures

 

(31,130

)

 

 

(35,124

)

Free cash flow

$

116,892

 

 

$

103,785