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

Exhibit 99.1

 

ADVANCED DRAINAGE SYSTEMS ANNOUNCES FOURTH QUARTER AND FISCAL 2019 RESULTS

HILLIARD, Ohio – (May 23, 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 fourth quarter and fiscal year ended March 31, 2019.

 

Fourth Quarter Fiscal 2019 Results

Net sales increased 8.8% to $272.2 million

Net income increased 139.0% to $1.9 million

Adjusted EBITDA (Non-GAAP) increased 36.5% to $36.9 million

 

Fiscal 2019 Results

Net sales increased 4.1% to $1,384.7 million

Net income increased 25.8% to $81.5 million

Adjusted EBITDA (Non-GAAP) increased 10.3% to $232.0 million

Cash provided by operating activities increased 10.6% to $151.7 million

Free cash flow (Non-GAAP) increased 13.5% to $108.3 million

Scott Barbour, President and Chief Executive Officer of ADS commented, “We closed out another strong year by achieving fourth quarter top and bottom-line results, driven by disciplined execution of our market share model and conversion strategy. The strength in our fourth quarter results reflect increased volume across our key geographies for both pipe and Allied products, favorable pricing and operational efficiency in manufacturing and transportation.”

Barbour continued, “Our commitment to continuous improvement and best-in-class water management solutions propelled us to outperform our core domestic construction markets by approximately 400 basis points in fiscal 2019 and grow our share in the storm water market. In addition, we delivered margin expansion of 100 basis points for the year driven by price attainment, Allied product growth as well as disciplined execution and cost containment. Looking ahead to fiscal 2020, we will continue to deliver on our three-year plan to increase shareholder value by capitalizing on our leadership position and strength in our end markets to drive growth, while achieving sustained profitability and maintaining a strong balance sheet.”

 

Fourth Quarter Fiscal 2019 Results


Net sales increased 8.8% to $272.2 million, as compared to $250.1 million in the prior year. Domestic net sales increased 11.1% to $251.2 million as compared to $226.2 million in the prior year, driven by a 12.8% increase in construction market sales. International net sales decreased 12.1% to $21.0 million as compared to $23.9 million in the prior year, driven primarily by a decrease in Mexico sales.

 

Gross profit increased 23.7% to $59.5 million, as compared to $48.1 million the prior year quarter. As a percentage of net sales, gross profit increased 270 basis points to 21.9%, compared to 19.2% in the prior year. The margin expansion is primarily due to an increase in volume, favorable pricing and successful cost containment efforts.

 

Adjusted EBITDA (Non-GAAP) increased 36.5% to $36.9 million, as compared to $27.0 million in the prior year quarter. As a percentage of net sales, Adjusted EBITDA increased 270 basis points to 13.5% as compared to 10.8% 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 2019 Results


Net sales increased 4.1% to $1,384.7 million, as compared to $1,330.4 million in the prior year. Domestic net sales increased 4.2% to

1

 


 

$1,224.1 million, as compared to $1,174.4 million in the prior year, primarily driven by solid construction market demand, favorable pricing and strong Allied product sales. International net sales increased 2.9% to $160.6 million, as compared to $155.9 million in the prior year, driven primarily by growth in our Exports business.

 

Gross profit increased 8.1% to $327.0 million, as compared to $302.5 million the prior year. As a percentage of net sales, gross profit increased 90 basis points to 23.6%, compared to 22.7% in the prior year. The margin increase is primarily due to favorable pricing and successful cost containment efforts, partially offset by higher inflationary costs on resin, transportation and wages, among others.

 

Adjusted EBITDA (Non-GAAP) increased 10.3% to $232.0 million, as compared to $210.2 million in the prior year. As a percentage of net sales, Adjusted EBITDA increased 100 basis points to 16.8% as compared to 15.8% in the prior year. The increase in Adjusted EBITDA margin was largely attributed to the factors mentioned above.

 

Net cash from operating activities increased 10.6% to $151.7 million, as compared to $137.1 million in the prior year. Free cash flow (Non-GAAP) increased 13.5% to $108.3 million, as compared to $95.4 million in the prior year. Net debt (total debt and capital lease obligations net of cash) was $310.3 million as of March 31, 2019, a decrease of $51.8 million from March 31, 2018.

 

Fiscal 2020 Outlook

 

Based on current visibility, backlog of existing orders and business trends, the Company has provided its net sales and Adjusted EBITDA targets for fiscal 2020. Net sales are expected to be in the range of $1.425 billion to $1.475 billion and Adjusted EBITDA is expected to be in the range of $245 to $265 million. Capital expenditures are expected to be in the range of $55 million to $65 million.

 

Webcast Information

 

The Company will host an investor conference call and webcast on Thursday, May 23, 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 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

2

 


 

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

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Financial Statements

ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

 

 

Three Months Ended

 

 

Fiscal Year Ended

 

 

March 31,

 

 

March 31,

 

(Amounts in thousands, except per share data)

2019

 

 

2018

 

 

2019

 

 

2018

 

Net sales

$

272,218

 

 

$

250,114

 

 

$

1,384,733

 

 

$

1,330,354

 

Cost of goods sold

 

212,714

 

 

 

201,999

 

 

 

1,057,766

 

 

 

1,027,873

 

Gross profit

 

59,504

 

 

 

48,115

 

 

 

326,967

 

 

 

302,481

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling

 

24,179

 

 

 

22,416

 

 

 

96,335

 

 

 

92,764

 

General and administrative

 

24,610

 

 

 

24,041

 

 

 

89,692

 

 

 

98,392

 

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

 

2,075

 

 

 

4,535

 

 

 

3,647

 

 

 

15,003

 

Intangible amortization

 

1,935

 

 

 

1,997

 

 

 

7,880

 

 

 

8,068

 

Income from operations

 

6,705

 

 

 

(4,874

)

 

 

129,413

 

 

 

88,254

 

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

4,590

 

 

 

2,642

 

 

 

18,618

 

 

 

15,262

 

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

 

(729

)

 

 

506

 

 

 

(815

)

 

 

(3,950

)

Income before income taxes

 

2,844

 

 

 

(8,022

)

 

 

111,610

 

 

 

76,942

 

Income tax expense (benefit)

 

1,081

 

 

 

(4,401

)

 

 

30,049

 

 

 

11,411

 

Equity in net (income) loss of unconsolidated affiliates

 

(130

)

 

 

1,235

 

 

 

95

 

 

 

739

 

Net income

 

1,893

 

 

 

(4,856

)

 

 

81,466

 

 

 

64,792

 

Less: net income attributable to noncontrolling interest

 

883

 

 

 

847

 

 

 

3,694

 

 

 

2,785

 

Net income attributable to ADS

 

1,010

 

 

 

(5,703

)

 

 

77,772

 

 

 

62,007

 

Dividends to redeemable convertible preferred stockholders

 

(497

)

 

 

(443

)

 

 

(2,047

)

 

 

(1,858

)

Dividends paid to unvested restricted stockholders

 

(13

)

 

 

(2

)

 

 

(69

)

 

 

(49

)

Net income available to common stockholders and participating securities

 

500

 

 

 

(6,148

)

 

 

75,656

 

 

 

60,100

 

Undistributed income allocated to participating securities

 

-

 

 

 

-

 

 

 

(5,474

)

 

 

(4,514

)

Net income available to common stockholders

$

500

 

 

$

(6,148

)

 

$

70,182

 

 

$

55,586

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

57,325

 

 

 

56,302

 

 

 

57,025

 

 

 

55,696

 

Diluted

 

57,823

 

 

 

56,302

 

 

 

57,611

 

 

 

56,334

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.01

 

 

$

(0.11

)

 

$

1.23

 

 

$

1.00

 

Diluted

$

0.01

 

 

$

(0.11

)

 

$

1.22

 

 

$

0.99

 

Cash dividends declared per share

$

0.08

 

 

$

0.07

 

 

$

0.32

 

 

$

0.28

 

 

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ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

 

 

 

As of

 

(Amounts in thousands)

March 31, 2019

 

 

March 31, 2018

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash

$

8,891

 

 

$

17,587

 

Receivables, net

 

186,991

 

 

 

171,961

 

Inventories

 

264,540

 

 

 

263,792

 

Other current assets

 

6,091

 

 

 

5,113

 

Total current assets

 

466,513

 

 

 

458,453

 

Property, plant and equipment, net

 

398,891

 

 

 

399,381

 

Other assets:

 

 

 

 

 

 

 

Goodwill

 

102,638

 

 

 

103,017

 

Intangible assets, net

 

37,177

 

 

 

44,437

 

Other assets

 

36,940

 

 

 

37,954

 

Total assets

$

1,042,159

 

 

$

1,043,242

 

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Current maturities of debt obligations

$

25,932

 

 

$

26,848

 

Current maturities of capital lease obligations

 

23,117

 

 

 

22,007

 

Accounts payable

 

93,577

 

 

 

105,521

 

Other accrued liabilities

 

61,901

 

 

 

60,560

 

Accrued income taxes

 

1,758

 

 

 

6,307

 

Total current liabilities

 

206,285

 

 

 

221,243

 

Long-term debt obligations, net

 

208,602

 

 

 

270,900

 

Long-term capital lease obligations

 

61,555

 

 

 

59,963

 

Deferred tax liabilities

 

45,963

 

 

 

32,304

 

Other liabilities

 

19,119

 

 

 

25,023

 

Total liabilities

 

541,524

 

 

 

609,433

 

Mezzanine equity:

 

 

 

 

 

 

 

Redeemable convertible preferred stock

 

282,638

 

 

 

291,247

 

Deferred compensation — unearned ESOP shares

 

(180,316

)

 

 

(190,168

)

Redeemable noncontrolling interest in subsidiaries

 

-

 

 

 

8,471

 

Total mezzanine equity

 

102,322

 

 

 

109,550

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock

 

11,436

 

 

 

11,426

 

Paid-in capital

 

391,039

 

 

 

364,908

 

Common stock in treasury, at cost

 

(9,863

)

 

 

(8,277

)

Accumulated other comprehensive loss

 

(25,867

)

 

 

(21,247

)

Retained earnings (deficit)

 

17,582

 

 

 

(39,214

)

Total ADS stockholders’ equity

 

384,327

 

 

 

307,596

 

Noncontrolling interest in subsidiaries

 

13,986

 

 

 

16,663

 

Total stockholders’ equity

 

398,313

 

 

 

324,259

 

Total liabilities, mezzanine equity and stockholders’ equity

$

1,042,159

 

 

$

1,043,242

 

5

 


 

ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

 

 

Fiscal Year Ended March 31,

 

(Amounts in thousands)

2019

 

 

2018

 

Cash Flow from Operating Activities

 

 

 

 

 

 

 

Net income

$

81,466

 

 

$

64,792

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

71,900

 

 

 

75,003

 

Deferred income taxes

 

12,813

 

 

 

(11,239

)

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

 

3,647

 

 

 

12,655

 

ESOP and stock-based compensation

 

21,828

 

 

 

18,845

 

Amortization of deferred financing charges

 

735

 

 

 

934

 

Fair market value adjustments to derivatives

 

2,346

 

 

 

(3,244

)

Equity in net loss (income) of unconsolidated affiliates

 

95

 

 

 

739

 

Other operating activities

 

(5,219

)

 

 

1,010

 

Changes in working capital:

 

 

 

 

 

 

 

Receivables

 

(17,953

)

 

 

(4,327

)

Inventories

 

(2,034

)

 

 

(4,841

)

Prepaid expenses and other current assets

 

(1,004

)

 

 

1,648

 

Accounts payable, accrued expenses, and other liabilities

 

(16,942

)

 

 

(14,855

)

Net cash provided by operating activities

 

151,678

 

 

 

137,120

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Capital expenditures

 

(43,412

)

 

 

(41,709

)

Cash paid for acquisitions, net of cash acquired

 

-

 

 

 

(1,990

)

Proceeds from sale of corporate-owned life insurance

 

-

 

 

 

13,644

 

Other investing activities

 

868

 

 

 

(390

)

Net cash used in investing activities

 

(42,544

)

 

 

(30,445

)

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Proceeds from Revolving Credit Facility

 

405,700

 

 

 

487,850

 

Payments on Revolving Credit Facility

 

(442,800

)

 

 

(512,150

)

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

)

Equipment financing loans

 

(909

)

 

 

-

 

Payments of notes, mortgages, and other debt

 

(940

)

 

 

(1,905

)

Payments on capital lease obligations

 

(24,284

)

 

 

(24,214

)

Acquisition of noncontrolling interest in BaySaver

 

(8,800

)

 

 

-

 

Cash dividends paid

 

(26,148

)

 

 

(18,478

)

Proceeds from exercise of stock options

 

5,908

 

 

 

9,087

 

Repurchase of common stock

 

-

 

 

 

(7,947

)

Other financing activities

 

(382

)

 

 

(2,428

)

Net cash provided by financing activities

 

(117,655

)

 

 

(94,953

)

Effect of exchange rate changes on cash

 

(175

)

 

 

(585

)

Net change in cash

 

(8,696

)

 

 

11,137

 

Cash at beginning of period

 

17,587

 

 

 

6,450

 

Cash at end of period

$

8,891

 

 

$

17,587

 

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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

 

 

 

 

 

 

Fiscal Year Ended

 

 

 

 

 

(Amounts in thousands

March 31,

 

 

%

 

 

March 31,

 

 

%

 

except percentages)

2019

 

 

2018

 

 

Variance

 

 

2019

 

 

2018

 

 

Variance

 

Domestic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

$

180,780

 

 

$

161,364

 

 

 

12.0

%

 

$

868,805

 

 

$

844,875

 

 

 

2.8

%

Allied Products

 

70,405

 

 

 

64,815

 

 

 

8.6

%

 

 

355,326

 

 

 

329,557

 

 

 

7.8

%

Domestic net sales

$

251,185

 

 

$

226,179

 

 

 

11.1

%

 

$

1,224,131

 

 

$

1,174,432

 

 

 

4.2

%

International

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

$

14,800

 

 

$

17,647

 

 

 

(16.1

%)

 

$

122,836

 

 

$

119,207

 

 

 

3.0

%

Allied Products

 

6,233

 

 

 

6,288

 

 

 

(0.9

%)

 

 

37,766

 

 

 

36,715

 

 

 

2.9

%

International net sales

$

21,033

 

 

$

23,935

 

 

 

(12.1

%)

 

$

160,602

 

 

$

155,922

 

 

 

3.0

%

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pipe

$

195,580

 

 

$

179,011

 

 

 

9.3

%

 

$

991,641

 

 

$

964,082

 

 

 

2.9

%

Allied Products

 

76,638

 

 

 

71,103

 

 

 

7.8

%

 

 

393,092

 

 

 

366,272

 

 

 

7.3

%

Net sales

$

272,218

 

 

$

250,114

 

 

 

8.8

%

 

$

1,384,733

 

 

$

1,330,354

 

 

 

4.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

Fiscal Year Ended

 

 

 

March 31,

 

 

March 31,

 

 

(Amounts in thousands)

2019

 

 

2018

 

 

2019

 

 

2018

 

 

Net income attributable to ADS

$

1,010

 

 

$

(5,703

)

 

$

77,772

 

 

$

62,007

 

 

ESOP deferred compensation

 

4,183

 

 

 

3,778

 

 

 

15,296

 

 

 

11,724

 

 

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

 

 

Fiscal Year Ended

 

 

March 31,

 

 

March 31,

 

(Shares in thousands)

2019

 

 

2018

 

 

2019

 

 

2018

 

Weighted average common shares outstanding - Basic

 

57,325

 

 

 

56,302

 

 

 

57,025

 

 

 

55,696

 

Conversion of preferred shares

 

17,460

 

 

 

18,030

 

 

 

17,640

 

 

 

18,298

 

Unvested restricted shares

 

43

 

 

 

270

 

 

 

43

 

 

 

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

 

 

Fiscal Year Ended

 

 

March 31,

 

 

March 31,

 

(Amounts in thousands)

2019

 

 

2018

 

 

2019

 

 

2018

 

Net income

$

1,893

 

 

$

(4,856

)

 

$

81,466

 

 

$

64,792

 

Depreciation and amortization

 

18,988

 

 

 

19,210

 

 

 

71,900

 

 

 

75,003

 

Interest expense

 

4,590

 

 

 

2,642

 

 

 

18,618

 

 

 

15,262

 

Income tax expense (benefit)

 

1,081

 

 

 

(4,401

)

 

 

30,049

 

 

 

11,411

 

EBITDA

 

26,552

 

 

 

12,595

 

 

 

202,033

 

 

 

166,468

 

Derivative fair value adjustments

 

(575

)

 

 

292

 

 

 

634

 

 

 

(443

)

Foreign currency transaction (gains) losses

 

90

 

 

 

1,130

 

 

 

314

 

 

 

(1,748

)

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

 

2,075

 

 

 

4,535

 

 

 

3,647

 

 

 

15,003

 

Unconsolidated affiliates interest, tax, depreciation and amortization

 

226

 

 

 

632

 

 

 

1,463

 

 

 

2,692

 

Contingent consideration remeasurement

 

9

 

 

 

6

 

 

 

(6

)

 

 

39

 

Stock-based compensation expense

 

1,503

 

 

 

1,981

 

 

 

6,532

 

 

 

7,121

 

ESOP deferred stock-based compensation

 

4,183

 

 

 

3,778

 

 

 

15,296

 

 

 

11,724

 

Executive retirement (benefit) expense

 

50

 

 

 

491

 

 

 

(178

)

 

 

1,473

 

Restatement-related (benefit) costs

 

14

 

 

 

837

 

 

 

(1,924

)

 

 

4,227

 

Legal settlement

 

-

 

 

 

200

 

 

 

-

 

 

 

2,000

 

Transaction costs

 

295

 

 

 

213

 

 

 

699

 

 

 

1,362

 

Impairment of investment in unconsolidated affiliate

 

-

 

 

 

312

 

 

 

-

 

 

 

312

 

Strategic growth and operational improvement initiatives

 

2,440

 

 

 

-

 

 

 

3,450

 

 

 

-

 

Adjusted EBITDA

$

36,862

 

 

$

27,002

 

 

$

231,960

 

 

$

210,230

 

8

 


 

 

 

 

Reconciliation of Segment Adjusted EBITDA to Net Income

 

 

Three Months Ended March 31,

 

 

2019

 

 

2018

 

(Amounts in thousands)

Domestic

 

 

International

 

 

Domestic

 

 

International

 

Net income

$

(243

)

 

$

2,136

 

 

$

(4,558

)

 

$

(298

)

Depreciation and amortization

 

17,169

 

 

 

1,819

 

 

 

17,253

 

 

 

1,957

 

Interest expense

 

4,540

 

 

 

50

 

 

 

2,566

 

 

 

76

 

Income tax expense (benefit)

 

2,156

 

 

 

(1,075

)

 

 

(3,384

)

 

 

(1,017

)

EBITDA

 

23,622

 

 

 

2,930

 

 

 

11,877

 

 

 

718

 

Derivative fair value adjustments

 

(575

)

 

 

-

 

 

 

292

 

 

 

-

 

Foreign currency transaction (gains) losses

 

-

 

 

 

90

 

 

 

-

 

 

 

1,130

 

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

 

1,862

 

 

 

213

 

 

 

3,995

 

 

 

540

 

Unconsolidated affiliates interest, tax, depreciation and amortization

 

-

 

 

 

226

 

 

 

295

 

 

 

337

 

Contingent consideration remeasurement

 

9

 

 

 

-

 

 

 

6

 

 

 

-

 

Stock-based compensation expense

 

1,503

 

 

 

-

 

 

 

1,981

 

 

 

-

 

ESOP deferred stock-based compensation

 

4,183

 

 

 

-

 

 

 

3,778

 

 

 

-

 

Executive retirement (benefit) expense

 

50

 

 

 

-

 

 

 

491

 

 

 

-

 

Restatement-related (benefit) costs

 

14

 

 

 

-

 

 

 

837

 

 

 

-

 

Legal settlement

 

-

 

 

 

-

 

 

 

200

 

 

 

-

 

Transaction costs

 

295

 

 

 

-

 

 

 

213

 

 

 

-

 

Impairment of investment in unconsolidated affiliate

 

-

 

 

 

-

 

 

 

312

 

 

 

-

 

Strategic growth and operational improvement initiatives

 

2,440

 

 

 

-

 

 

 

-

 

 

 

-

 

Adjusted EBITDA

$

33,403

 

 

$

3,459

 

 

$

24,277

 

 

$

2,725

 

 

 

 

Fiscal Year Ended March 31,

 

 

2019

 

 

2018

 

(Amounts in thousands)

Domestic

 

 

International

 

 

Domestic

 

 

International

 

Net income

$

70,296

 

 

$

11,170

 

 

$

57,279

 

 

$

7,513

 

Depreciation and amortization

 

64,450

 

 

 

7,450

 

 

 

66,978

 

 

 

8,025

 

Interest expense

 

18,352

 

 

 

266

 

 

 

14,929

 

 

 

333

 

Income tax expense (benefit)

 

28,816

 

 

 

1,233

 

 

 

9,199

 

 

 

2,212

 

EBITDA

 

181,914

 

 

 

20,119

 

 

 

148,385

 

 

 

18,083

 

Derivative fair value adjustments

 

634

 

 

 

-

 

 

 

(443

)

 

 

-

 

Foreign currency transaction gains (losses)

 

-

 

 

 

314

 

 

 

-

 

 

 

(1,748

)

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

 

2,823

 

 

 

824

 

 

 

14,248

 

 

 

755

 

Unconsolidated affiliates interest, tax, depreciation and amortization

 

-

 

 

 

1,463

 

 

 

1,181

 

 

 

1,511

 

Contingent consideration remeasurement

 

(6

)

 

 

-

 

 

 

39

 

 

 

-

 

Stock-based compensation expense

 

6,532

 

 

 

-

 

 

 

7,121

 

 

 

-

 

ESOP deferred stock-based compensation

 

15,296

 

 

 

-

 

 

 

11,724

 

 

 

-

 

Executive retirement expense (benefit)

 

(178

)

 

 

-

 

 

 

1,473

 

 

 

-

 

Restatement-related costs

 

(1,924

)

 

 

-

 

 

 

4,227

 

 

 

-

 

Legal settlement

 

-

 

 

 

-

 

 

 

2,000

 

 

 

-

 

Transaction costs

 

693

 

 

 

6

 

 

 

1,362

 

 

 

-

 

Impairment of investment in unconsolidated affiliate

 

-

 

 

 

-

 

 

 

312

 

 

 

-

 

Strategic growth and operational improvement initiatives

 

3,450

 

 

 

-

 

 

 

-

 

 

 

-

 

Adjusted EBITDA

$

209,234

 

 

$

22,726

 

 

$

191,629

 

 

$

18,601

 

9

 


 

Reconciliation of Free Cash Flow to Cash flow from Operating Activities

 

  

Fiscal Year Ended March 31,

 

(Amounts in thousands)

2019

 

 

2018

 

Net cash flow from operating activities

$

151,678

 

 

$

137,120

 

Capital expenditures

 

(43,412

)

 

 

(41,709

)

Free cash flow

$

108,266

 

 

$

95,411