Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2015 | Apr. 29, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | WMS | |
Entity Registrant Name | Advanced Drainage Systems, Inc. | |
Entity Central Index Key | 1,604,028 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 54,446,402 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Current assets: | ||
Cash | $ 6,412 | $ 3,623 |
Receivables (less allowance for doubtful accounts of $4,516 and $5,423, respectively) | 171,768 | 154,294 |
Inventories | 204,131 | 269,842 |
Deferred income taxes and other current assets | 19,965 | 18,972 |
Total current assets | 402,276 | 446,731 |
Property, plant and equipment, net | 387,654 | 377,067 |
Other assets: | ||
Goodwill | 100,205 | 98,679 |
Intangible assets, net | 61,492 | 58,055 |
Other assets | 49,220 | 61,167 |
Total assets | 1,000,847 | 1,041,699 |
Current liabilities: | ||
Current maturities of debt obligations | 35,860 | 9,580 |
Current maturities of capital lease obligations | 18,374 | 15,731 |
Accounts payable | 74,000 | 111,893 |
Other accrued liabilities | 75,070 | 54,349 |
Accrued income taxes | 8,171 | 6,041 |
Total current liabilities | 211,475 | 197,594 |
Long-term debt obligation | 301,565 | 390,315 |
Long-term capital lease obligations | 56,265 | 45,503 |
Deferred tax liabilities | 60,567 | 65,088 |
Other liabilities | 29,299 | 28,602 |
Total liabilities | $ 659,171 | $ 727,102 |
Commitments and contingencies (see Note 9) | ||
Mezzanine equity: | ||
Redeemable convertible preferred stock: $0.01 par value; 47,070 shares authorized; 44,170 shares issued; 24,899 and 25,639 shares outstanding, respectively | $ 311,240 | $ 320,490 |
Deferred compensation - unearned ESOP shares | (207,154) | (212,469) |
Redeemable noncontrolling interest in subsidiaries | 7,166 | |
Total mezzanine equity | 111,252 | 108,021 |
Stockholders' equity: | ||
Common stock; $0.01 par value: 1,000,000 shares authorized; 153,560 shares issued; 54,237 and 53,522 shares outstanding, respectively | 12,393 | 12,393 |
Paid-in capital | 713,695 | 700,977 |
Common stock in treasury, at cost | (441,822) | (445,065) |
Accumulated other comprehensive loss | (26,122) | (15,521) |
Retained deficit | (42,101) | (62,621) |
Total ADS stockholders' equity | 216,043 | 190,163 |
Noncontrolling interest in subsidiaries | 14,381 | 16,413 |
Total stockholders' equity | 230,424 | 206,576 |
Total liabilities, mezzanine equity and stockholders' equity | $ 1,000,847 | $ 1,041,699 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Allowance for doubtful accounts | $ 4,516 | $ 5,423 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 153,560,000 | 153,560,000 |
Common stock, shares outstanding | 54,237,000 | 53,522,000 |
Redeemable Convertible Preferred Stock [Member] | ||
Mezzanine equity, par value | $ 0.01 | $ 0.01 |
Mezzanine equity, shares authorized | 47,070,000 | 47,070,000 |
Mezzanine equity, shares issued | 44,170,000 | 44,170,000 |
Mezzanine equity, shares outstanding | 24,899,000 | 25,639,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||||
Net sales | $ 312,827 | $ 279,871 | $ 1,045,280 | $ 973,019 |
Cost of goods sold | 239,504 | 230,693 | 815,636 | 793,220 |
Gross profit | 73,323 | 49,178 | 229,644 | 179,799 |
Operating expenses: | ||||
Selling | 21,880 | 19,913 | 65,701 | 59,705 |
General and administrative | 25,776 | 14,115 | 69,207 | 43,756 |
(Gain) loss on disposal of assets or businesses | (603) | 193 | 558 | 538 |
Intangible amortization | 2,182 | 2,328 | 7,049 | 7,551 |
Income from operations | 24,088 | 12,629 | 87,129 | 68,249 |
Other expense: | ||||
Interest expense | 4,723 | 4,631 | 13,956 | 14,726 |
Derivative losses and other expense, net | 2,561 | 5,556 | 18,333 | 5,100 |
Income before income taxes | 16,804 | 2,442 | 54,840 | 48,423 |
Income tax expense | 8,100 | 3,407 | 19,839 | 20,226 |
Equity in net loss of unconsolidated affiliates | 917 | 988 | 935 | 1,712 |
Net income (loss) | 7,787 | (1,953) | 34,066 | 26,485 |
Less net (loss) income attributable to noncontrolling interest | (189) | 1,372 | 4,481 | 4,400 |
Net income (loss) attributable to ADS | 7,976 | (3,325) | 29,585 | 22,085 |
Accretion of Redeemable noncontrolling interest | (329) | (586) | ||
Change in fair value of redeemable convertible preferred stock | (11,054) | |||
Dividends to redeemable convertible preferred stockholders | (349) | (298) | (1,082) | (377) |
Dividends paid to unvested restricted stockholders | (6) | (9) | (18) | (9) |
Net income (loss) available to common stockholders and participating securities | 7,292 | (3,632) | 27,899 | 10,645 |
Undistributed income allocated to participating securities | (479) | (2,159) | (995) | |
Net income (loss) available to common stockholders | $ 6,813 | $ (3,632) | $ 25,740 | $ 9,650 |
Weighted average common shares outstanding: | ||||
Basic | 54,133 | 52,986 | 53,880 | 50,691 |
Diluted | 54,527 | 52,986 | 60,694 | 51,206 |
Net income (loss) per share: | ||||
Basic | $ 0.13 | $ (0.07) | $ 0.48 | $ 0.19 |
Diluted | 0.12 | (0.07) | 0.46 | 0.19 |
Cash dividends declared per share | $ 0.05 | $ 0.04 | $ 0.15 | $ 0.04 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 7,787 | $ (1,953) | $ 34,066 | $ 26,485 |
Other comprehensive loss: | ||||
Currency translation | (2,788) | (3,966) | (13,258) | (7,398) |
Total other comprehensive loss | (2,788) | (3,966) | (13,258) | (7,398) |
Comprehensive income (loss) | 4,999 | (5,919) | 20,808 | 19,087 |
Less other comprehensive income (loss) attributable to noncontrolling interest, net of tax | (349) | (1,761) | (2,657) | (2,668) |
Less net (loss) income attributable to noncontrolling interest | (189) | 1,372 | 4,481 | 4,400 |
Total comprehensive income (loss) attributable to ADS | $ 5,537 | $ (5,530) | $ 18,984 | $ 17,355 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Cash Flows [Abstract] | ||
Cash Flows from Operating Activities | $ 129,441 | $ 90,252 |
Cash Flows from Investing Activities | ||
Capital expenditures | (29,970) | (21,281) |
Proceeds from sale of assets or businesses | 294 | |
Cash paid for acquisitions, net of cash acquired | (3,188) | |
Investment in unconsolidated affiliate | (7,566) | |
Additions of capitalized software | (1,504) | (601) |
Proceeds from note receivable to related party | 3,854 | |
Issuance of note receivable to related party | (3,854) | |
Other investing activities | (741) | (212) |
Net cash used in investing activities | (35,403) | (29,366) |
Cash Flows from Financing Activities | ||
Proceeds from Revolving Credit Facility | 322,700 | 250,200 |
Payments on Revolving Credit Facility | (378,300) | (359,500) |
Payments on term loan | (6,250) | (4,375) |
Proceeds from notes, mortgages, and other debt | 6,563 | |
Payments of notes, mortgages, and other debt | (7,183) | (1,948) |
Payments on capital lease obligation | (14,906) | (6,619) |
Payments for deferred initial public offering costs | (6,479) | |
Proceeds from initial public offering of common stock, net of underwriter discounts and commissions | 79,131 | |
Cash dividends paid | (12,671) | (4,254) |
Other financing activities | 231 | 205 |
Net cash used in financing activities | (89,816) | (53,639) |
Effect of exchange rate changes on cash and cash equivalents | (1,433) | (425) |
Net change in cash | 2,789 | 6,822 |
Cash at beginning of period | 3,623 | 3,931 |
Cash at end of period | $ 6,412 | $ 10,753 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Common Stock in Treasury [Member] | Paid In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earning (Deficit) [Member] | Total ADS Stockholders' Equity [Member] | Non-controlling Interest in Subsidiaries [Member] |
Beginning Balance, Value at Mar. 31, 2014 | $ (414,702) | $ 11,957 | $ (448,439) | $ 12,438 | $ (6,830) | $ (2,412) | $ (433,286) | $ 18,584 |
Net income | 26,485 | 22,085 | 22,085 | 4,400 | ||||
Other comprehensive loss | (7,398) | (4,730) | (4,730) | (2,668) | ||||
Redeemable convertible preferred stock dividends | (256) | (256) | (256) | |||||
Common stock dividend | (2,127) | (2,127) | (2,127) | |||||
Dividend paid to noncontrolling interest holder | (1,871) | (1,871) | ||||||
Allocation of ESOP shares to participants for compensation | (1,999) | (1,999) | (1,999) | |||||
Exercise of common stock options | 606 | 388 | 218 | 606 | ||||
Redemption of common shares to exercise stock options | (93) | 93 | ||||||
Stock-based compensation | 2,956 | 2,956 | 2,956 | |||||
Restricted stock awards | 2,362 | 531 | 1,831 | 2,362 | ||||
Initial Public Offering (IPO) | 72,196 | 53 | 72,143 | 72,196 | ||||
Reclassification of liability classified stock options upon IPO | 1,522 | 1,522 | 1,522 | |||||
Purchase of common stock | (3) | (3) | (3) | |||||
ESOP distributions in common stock | 4,154 | 1,137 | 3,017 | 4,154 | ||||
Adjustments to Redeemable convertible preferred stock fair value measurement | (11,054) | (13,077) | 2,023 | (11,054) | ||||
Adjustments to Redeemable common stock fair value measurement | (65,921) | (65,921) | (65,921) | |||||
Termination of redemption feature upon IPO | 615,040 | 383 | 614,657 | 615,040 | ||||
Ending Balance, Value at Dec. 31, 2014 | 219,990 | $ 12,393 | $ (446,479) | 693,799 | (11,560) | (46,608) | 201,545 | 18,445 |
Beginning Balance, Shares at Mar. 31, 2014 | 109,951 | 100,810 | ||||||
Exercise of common stock options, Shares | (87) | |||||||
Redemption of common shares to exercise stock options, Shares | 7 | |||||||
Restricted stock awards, Shares | (119) | |||||||
Initial Public Offering (IPO), Shares | 5,289 | |||||||
Purchase of common stock, Shares | 0 | 0 | ||||||
ESOP distributions in common stock, Shares | (255) | |||||||
Termination of redemption feature upon IPO, Shares | 38,320 | |||||||
Ending Balance, Shares at Dec. 31, 2014 | 153,560 | 100,356 | ||||||
Beginning Balance, Value at Mar. 31, 2015 | 206,576 | $ 12,393 | $ (445,065) | 700,977 | (15,521) | (62,621) | 190,163 | 16,413 |
Net income | 33,816 | 29,585 | 29,585 | 4,231 | ||||
Other comprehensive loss | (13,258) | (10,601) | (10,601) | (2,657) | ||||
Redeemable convertible preferred stock dividends | (967) | (967) | (967) | |||||
Common stock dividend | (8,098) | (8,098) | (8,098) | |||||
Dividend paid to noncontrolling interest holder | (3,606) | (3,606) | ||||||
Allocation of ESOP shares to participants for compensation | 4,060 | 4,060 | 4,060 | |||||
Exercise of common stock options | 848 | 404 | 444 | 848 | ||||
Stock-based compensation | 1,330 | 1,330 | 1,330 | |||||
Restricted stock awards | 833 | 309 | 524 | 833 | ||||
ESOP distributions in common stock | 9,250 | 2,530 | 6,720 | 9,250 | ||||
Acquisition of Redeemable noncontrolling interest | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Accretion of Redeemable noncontrolling interest | (360) | (360) | (360) | |||||
Ending Balance, Value at Dec. 31, 2015 | $ 230,424 | $ 12,393 | $ (441,822) | $ 713,695 | $ (26,122) | $ (42,101) | $ 216,043 | $ 14,381 |
Beginning Balance, Shares at Mar. 31, 2015 | 153,560 | 100,038 | ||||||
Exercise of common stock options, Shares | (77) | |||||||
Restricted stock awards, Shares | (69) | |||||||
ESOP distributions in common stock, Shares | (569) | |||||||
Acquisition of Redeemable noncontrolling interest, Shares | 0 | 0 | ||||||
Ending Balance, Shares at Dec. 31, 2015 | 153,560 | 99,323 |
Consolidated Statements of Sto8
Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Stockholders' Equity [Abstract] | ||||
Common stock dividend per share | $ 0.05 | $ 0.04 | $ 0.15 | $ 0.04 |
Consolidated Statements of Mezz
Consolidated Statements of Mezzanine Equity - USD ($) shares in Thousands, $ in Thousands | Total | Redeemable Non-controlling Interest in Subsidiaries [Member] | Redeemable Common Stock [Member] | Redeemable Convertible Preferred Stock [Member] | Deferred Compensation - Unearned ESOP Shares [Member] | Total Mezzanine Equity [Member] |
Beginning Balance, Value at Mar. 31, 2014 | $ 549,119 | $ 291,720 | $ (197,888) | $ 642,951 | ||
Allocation of ESOP shares to participants for compensation | $ (1,999) | 10,063 | 10,063 | |||
Purchase of common stock | (3) | $ 0 | 0 | 0 | 0 | 0 |
ESOP distributions in common stock | (4,154) | (4,154) | ||||
Adjustments to Redeemable convertible preferred stock fair value measurement | 34,903 | (23,849) | 11,054 | |||
Adjustments to Redeemable common stock fair value measurement | 65,921 | 65,921 | ||||
Termination of redemption feature upon IPO | $ (615,040) | (615,040) | ||||
Ending Balance, Value at Dec. 31, 2014 | $ 322,469 | $ (211,674) | 110,795 | |||
Beginning Balance, Shares at Mar. 31, 2014 | 38,320 | 26,129 | 17,727 | |||
Allocation of ESOP shares to participants for compensation, Shares | (805) | |||||
Purchase of common stock, Shares | 0 | 0 | 0 | |||
ESOP distributions in common stock, Shares | (332) | |||||
Termination of redemption feature upon IPO, Shares | (38,320) | |||||
Ending Balance, Shares at Dec. 31, 2014 | 25,797 | 16,922 | ||||
Net income | 250 | 250 | ||||
Beginning Balance, Value at Mar. 31, 2015 | 108,021 | $ 320,490 | $ (212,469) | 108,021 | ||
Allocation of ESOP shares to participants for compensation | 4,060 | 5,315 | 5,315 | |||
ESOP distributions in common stock | (9,250) | (9,250) | ||||
Acquisition of Redeemable noncontrolling interest | 6,330 | 6,330 | ||||
Accretion of Redeemable noncontrolling interest | 586 | 586 | ||||
Ending Balance, Value at Dec. 31, 2015 | $ 111,252 | $ 7,166 | $ 311,240 | $ (207,154) | $ 111,252 | |
Beginning Balance, Shares at Mar. 31, 2015 | 25,639 | 16,990 | ||||
Allocation of ESOP shares to participants for compensation, Shares | (425) | |||||
ESOP distributions in common stock, Shares | (740) | |||||
Acquisition of Redeemable noncontrolling interest, Shares | 0 | 0 | 0 | |||
Ending Balance, Shares at Dec. 31, 2015 | 24,899 | 16,565 |
Background and Summary of Signi
Background and Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Background and Summary of Significant Accounting Policies | 1. BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business Advanced Drainage Systems, Inc. (collectively with its subsidiaries referred to as “ADS”, the “Company”, “we”, “us” and “our”), incorporated in Delaware, designs, manufactures and markets high performance thermoplastic corrugated pipe and related water management products, primarily in North and South America and Europe. Our broad product line includes corrugated high density polyethylene (or “HDPE”) pipe, polypropylene (or “PP”) pipe and related water management products. The Company is managed based primarily on the geographies in which it operates and reports results of operations in two reportable segments. The reportable segments are Domestic and International. Historically, sales of the Company’s products have been higher in the first and second quarters of each fiscal year due to favorable weather and longer daylight conditions accelerating construction activity during these periods. Seasonal variations in operating results may also be impacted by inclement weather conditions, such as cold or wet weather, which can delay projects. 2014 Initial Public Offering (“IPO”) On July 11, 2014, in anticipation of the IPO, we executed a 4.707-for-one split of our common and our preferred stock. The effect of the stock split on outstanding shares and earnings per share has been retroactively applied to all periods presented. On July 25, 2014, we completed the IPO of our common stock, which resulted in the sale by the Company of 5,289 shares of common stock. We received total proceeds from the IPO of $79,131 after excluding underwriter discounts and commissions of $5,501, based upon the price to the public of $16.00 per share. After deducting other offering expenses, we used the net proceeds to reduce the outstanding indebtedness under the revolving portion of our credit facility. The common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “WMS.” On August 22, 2014, an additional 600 shares of common stock were sold by certain selling stockholders of the Company as a result of the partial exercise by the underwriters of the over-allotment option granted by the selling stockholders to the underwriters in connection with the IPO. The shares were sold at the public offering price of $16.00 per share. The Company did not receive any proceeds from the sale of such additional shares. 2014 Secondary Public Offering On December 9, 2014, we completed a secondary public offering of our common stock, which resulted in the sale of 10,000 shares of common stock by a certain selling stockholder of the Company at a public offering price of $21.25. We did not receive any proceeds from the sale of shares by the selling stockholder. On December 15, 2014, an additional 1,500 shares of common stock were sold by a certain selling stockholder of the Company as a result of the full exercise by the underwriters of the over-allotment option granted by the selling stockholder to the underwriters in connection with the secondary public offering. The shares were sold at the public offering price of $21.25 per share. The Company did not receive any proceeds from the sale of such additional shares. Basis of Presentation The Company prepares its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Condensed Consolidated Balance Sheet as of March 31, 2015 was derived from audited financial statements. In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments, of a normal recurring nature, necessary to present fairly its financial position as of December 31, 2015 and the results of operations for the three and nine months ended December 31, 2015 and 2014 and cash flows for the nine months ended December 31, 2015 and 2014. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, filed in our Annual Report on Form 10-K for the year ended March 31, 2015 (“Fiscal 2015 Form 10-K”). Principles of Consolidation Our condensed consolidated financial statements include the Company, our wholly-owned subsidiaries, our majority-owned subsidiaries, including ADS Mexicana, S.A. de C.V. (together with its affiliate ADS Corporativo, S.A. de C.V., “ADS Mexicana”) and BaySaver Technologies, LLC (“BaySaver”), and variable interest entities (“VIEs”) of which we are the primary beneficiary. We use the equity method of accounting for equity investments where we exercise significant influence but do not hold a controlling financial interest. Such investments are recorded in Other assets in our Condensed Consolidated Balance Sheets and the related equity earnings from these investments is included in Equity in net loss of unconsolidated affiliates in our Condensed Consolidated Statements of Operations. All intercompany balances and transactions have been eliminated in consolidation. Recent Accounting Pronouncements Stock-Based Compensation With the exception of the pronouncement described above, there have been no new accounting pronouncements issued since the filing of our Fiscal 2015 Form 10-K that have significance, or potential significance, to our consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 2. ACQUISITIONS On July 17, 2015, ADS Ventures, Inc. (“ADS/V”), a wholly-owned subsidiary of the Company, acquired an additional 10% of the issued and outstanding membership interests in BaySaver, increasing the Company’s total ownership interest in BaySaver to 65%, for a purchase price of $3,200, plus contingent consideration with an initial estimated fair value of $750. Concurrent with our purchase of the additional membership investment, the BaySaver joint venture agreement was amended to modify the voting rights from an equal vote for each member to a vote based upon the ownership interest. As a result, we have accounted for this transaction as a business combination with BaySaver being consolidated into our financial statements after July 17, 2015. As we had accounted for our investment in BaySaver prior to the purchase of the 10% additional membership interest under the equity method of accounting, we accounted for this business combination as a step acquisition and recognized a loss of $490 on remeasurement to fair value of our previously held investment. The loss is included in Derivative losses and other expense, net in our Condensed Consolidated Statements of Operations. The fair value of our BaySaver investment immediately before the July 17, 2015 acquisition was measured based on a combination of the discounted cash flow and guideline public company valuation methods and involves significant unobservable inputs (Level 3). These inputs include projected sales, margin, required rate of return and tax rate for the discounted cash flow method, as well as implied pricing multiples, and guideline public company group for the guideline public company method. The purchase price was determined as follows: (Amounts in thousands) Acquisition-date fair value of our prior equity interest $ 4,220 Acquisition-date fair value of noncontrolling interest 6,330 Cash paid at acquisition date 3,200 Fair value of contingent consideration 750 Total purchase price $ 14,500 The preliminary purchase price has been allocated to the estimated fair values of acquired tangible and intangible assets, assumed liabilities and goodwill. The preliminary fair value of identifiable intangible assets has been determined primarily using the income approach, which involves significant unobservable inputs (Level 3 inputs). These inputs include projected sales, margin, required rate of return and tax rate, as well as an estimated royalty rate in the cases of the developed technology and trade name and trademark intangibles. The developed technology and trade name and trademark intangibles are valued using a relief-from-royalty method. Redeemable noncontrolling interest in subsidiaries is classified as mezzanine equity in our Condensed Consolidated Balance Sheets due to a put option held by the joint venture partner which may be exercised on or after April 1, 2017. The redeemable noncontrolling interest balance will be accreted to the redemption value using the effective interest method until April 1, 2017. The excess of the preliminary purchase price over the fair value of the net assets acquired of $2,495 was allocated to goodwill, assigned to the Domestic segment, and consists primarily of the acquired workforce and sales and cost synergies the two companies anticipate realizing as a combined company. None of the goodwill is deductible for tax purposes. Certain estimated values for the acquisition, including intangible assets, goodwill and deferred taxes are not yet finalized. The preliminary purchase price allocation is as follows: (Amounts in thousands) Cash $ 12 Other current assets 2,262 Property, plant and equipment 164 Goodwill 2,495 Intangible assets 10,800 Other assets 152 Current liabilities (1,385 ) Total purchase price $ 14,500 The acquired identifiable intangible assets represent customer relationships of $5,400, developed technology of $4,000 and trade name and trademark of $1,400, each of which have an estimated 10-year useful life. Transaction costs were immaterial. The net sales and income before income taxes of BaySaver since the acquisition date included in our Condensed Consolidated Statements of Operations were $6,780, and $715, respectively. The following table contains unaudited pro forma Consolidated Statements of Operations information assuming the acquisition occurred on April 1, 2014 and includes adjustments for amortization of intangibles, interest expense and our prior equity method accounting for BaySaver. This pro forma information is presented for illustrative purposes only and is not indicative of what actual results would have been if the acquisitions had taken place on April 1, 2014 or of future results. The unaudited pro forma consolidated results are not projections of future results of operations of the combined company nor do they reflect the expected realization of any cost savings or synergies associated with the acquisition. Nine months ended December 31, (Amounts in thousands) 2015 2014 Net sales $ 1,048,879 $ 981,736 Net income attributable to ADS $ 29,623 $ 22,131 Unaudited pro forma net income attributable to ADS has been calculated after adjusting the combined results of the Company to reflect additional intangible asset amortization expense, net of related income taxes and amounts related to the noncontrolling interest, of $94 and $230, additional interest expense, net of related income taxes and amounts related to the noncontrolling interest, of $10 and $27, and the impact of our prior equity method accounting of $109 and $302, net of related income taxes, for the nine months ended December 31, 2015 and 2014, respectively. |
Inventories
Inventories | 9 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | 3. INVENTORIES Inventories as of December 31, 2015 and March 31, 2015 consisted of the following: (Amounts in thousands) December 31, March 31, Raw materials $ 44,403 $ 50,198 Finished goods 159,728 219,644 Total inventories $ 204,131 $ 269,842 We had no work-in-process inventories as of December 31, 2015 and March 31, 2015. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 4. GOODWILL AND INTANGIBLE ASSETS Goodwill The change in carrying amount of goodwill by reportable segment is as follows: (Amounts in thousands) Domestic International Total Balance at March 31, 2015 $ 87,507 $ 11,172 $ 98,679 Acquisition 2,495 — 2,495 Currency translation — (969 ) (969 ) Balance at December 31, 2015 $ 90,002 $ 10,203 $ 100,205 Intangible Assets Intangible assets as of December 31, 2015 and March 31, 2015 consisted of the following: December 31, 2015 March 31, 2015 (Amounts in thousands) Gross Accumulated Net Gross Accumulated Net Definite-lived intangible assets Developed technology $ 44,579 $ (28,740 ) $ 15,839 $ 40,579 $ (26,405 ) $ 14,174 Customer relationships 40,470 (21,614 ) 18,856 43,167 (26,113 ) 17,054 Patents 6,938 (4,012 ) 2,926 6,547 (3,550 ) 2,997 Non-compete and other contractual agreements 1,231 (777 ) 454 1,365 (691 ) 674 Trademarks and tradenames 15,390 (3,903 ) 11,487 14,248 (3,051 ) 11,197 Total definite-lived intangible assets 108,608 (59,046 ) 49,562 105,906 (59,810 ) 46,096 Indefinite-lived intangible assets Trademarks 11,930 — 11,930 11,959 — 11,959 Total intangible assets $ 120,538 $ (59,046 ) $ 61,492 $ 117,865 $ (59,810 ) $ 58,055 |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 5. FAIR VALUE MEASUREMENT The fair value measurements and disclosure principles of ASC 820—Fair Value Measurements and Disclosures define fair value, establish a framework for measuring fair value and provide disclosure requirements about fair value measurements. These principles define a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity has the ability to access as of the measurement date. Level 2 — Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 — Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. When applying fair value principles in the valuation of assets and liabilities, we are required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The Company has not changed its valuation techniques used in measuring the fair value of any financial assets or liabilities during the periods presented. Our fair value estimates take into consideration the credit risk of both the Company and our counterparties. When active market quotes are not available for financial assets and liabilities, we use industry standard valuation models. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including credit risk, interest rate curves, foreign currency rates and forward and spot prices for currencies. In circumstances where market-based observable inputs are not available, management judgment is used to develop assumptions to estimate fair value. Generally, the fair value of our Level 3 instruments is estimated as the net present value of expected future cash flows based on internal and external inputs. Recurring Fair Value Measurements The assets and liabilities carried at fair value as of December 31, 2015 and March 31, 2015 were as follows: December 31, 2015 (Amounts in thousands) Total Level 1 Level 2 Level 3 Assets: Derivative assets - currency forward contracts $ 47 $ — $ 47 $ — Total assets at fair value on a recurring basis $ 47 $ — $ 47 $ Liabilities: Derivative liability - interest rate swaps $ 326 $ — $ 326 $ — Derivative liability - diesel fuel contracts 3,639 — 3,639 — Derivative liability - propylene swaps 12,552 — 12,552 — Contingent consideration for acquisitions 2,726 — — 2,726 Total liabilities at fair value on a recurring basis $ 19,243 $ — $ 16,517 $ 2,726 March 31, 2015 (Amounts in thousands) Total Level 1 Level 2 Level 3 Assets: Derivative assets - currency forward contracts $ 28 $ — $ 28 $ — Total assets at fair value on a recurring basis $ 28 $ — $ 28 $ — Liabilities : Derivative liability - interest rate swaps $ 765 $ — $ 765 $ — Derivative liability - diesel fuel contracts 2,841 — 2,841 — Derivative liability - propylene swaps 5,142 — 5,142 — Contingent consideration for acquisitions 2,444 — — 2,444 Total liabilities at fair value on a recurring basis $ 11,192 $ — $ 8,748 $ 2,444 Changes in the fair value of recurring fair value measurements using significant unobservable inputs (Level 3) for the three and nine months ended December 31, 2015 and 2014 were as follows: Three months ended December 31, 2015 and 2014 (Amounts in thousands) Contingent Balance at September 30, 2015 $ 2,869 Change in fair value 14 Payments of contingent consideration liability (157 ) Balance at December 31, 2015 $ 2,726 (Amounts in thousands) Contingent Balance at September 30, 2014 $ 2,526 Change in fair value (7 ) Payments of contingent consideration liability (154 ) Balance at December 31, 2014 $ 2,365 Nine months ended December 31, 2015 and 2014 (amounts in thousands) Contingent Balance at March 31, 2015 $ 2,444 Acquisition 750 Change in fair value 114 Payments of contingent consideration liability (582 ) Balance at December 31, 2015 $ 2,726 Nine Months Ended December 31, 2014 Redeemable Deferred convertible compensation (amounts in thousands) Contingent Redeemable preferred - unearned Total Balance at March 31, 2014 $ 2,898 $ 549,119 $ 291,720 $ (197,888 ) $ 645,849 Allocation of ESOP shares to participants — — — 4,391 4,391 Change in fair value (5 ) 65,921 34,903 (23,849 ) 76,970 Payments of contingent consideration liability (528 ) — — — (528 ) Transfer from Level 3 — (615,040 ) (326,623 ) 217,346 (724,317 ) Balance at December 31, 2014 $ 2,365 $ — $ — $ — $ 2,365 For the nine months ended December 31, 2014 our Redeemable common stock transferred out of Level 3, as these securities started actively trading on the NYSE during the second quarter of fiscal 2015. In addition, our Redeemable convertible preferred stock and Deferred compensation – unearned ESOP shares were reclassified from a recurring Level 3 fair value measurement to a non-recurring Level 3 fair value measurement as a result of the IPO. See Note 1. Background and Summary of Significant Accounting Policies for further information on the IPO. There were no further transfers in or out of Levels 1, 2 and 3 for the nine months ended December 31, 2015 and 2014, respectively. Valuation of our Contingent Consideration for Acquisitions The fair values of the contingent consideration payables for prior period acquisitions were calculated with reference to the estimated future value of the Inserta Tee and FleXstorm businesses, which are based on a discounted cash flow model. The undiscounted value is discounted to the present value using a market discount rate. The fair value of the contingent consideration liability related to the BaySaver acquisition was calculated based on a discounted cash flow model, whereby the probability-weighted estimated future payment value is discounted to the present value using a market discount rate. The categorization of the framework used to price these liabilities is considered a Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value. Valuation of our Redeemable Common Stock Prior to July 2014, the Company had certain shares of common stock outstanding allowing the holder to put its shares to us for cash. This Redeemable common stock was historically recorded at its fair value in the mezzanine equity section of our Condensed Consolidated Balance Sheets and changes in fair value were recorded in Retained earnings. Historically, the fair value of a share of common stock was determined by management by applying industry-appropriate multiples to EBITDA and performing a discounted cash flow analysis. Under the industry-appropriate multiples approach, to arrive at concluded multiples, we considered differences between the risk and return characteristics of ADS and the guideline companies. Under the discounted cash flow analysis, the cash flows expected to be generated by the Company were discounted to their present value equivalent using a rate of return that reflects the relative risk of an investment in ADS, as well as the time value of money. This return was an overall rate based upon the individual rates of return for invested capital (equity and interest-bearing debt). The return, known as the weighted average cost of capital (“WACC”), was calculated by weighting the required returns on interest-bearing debt and common stock in proportion to their estimated percentages in an expected capital structure. The WACC used was 11% as of March 31, 2014. An increase in the WACC would decrease the fair value of the Redeemable common stock. The categorization of the framework used to price this temporary equity was considered a Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value. The redemption feature of our Redeemable common stock allowing the holder to put its shares to us for cash, as discussed in the previous paragraph, was not in effect upon effectiveness of the IPO on July 25, 2014. As a result, the Redeemable common stock was recorded as mezzanine equity at fair value through the effective date of the IPO and was subsequently reclassified at that fair value to stockholders’ equity. See Note 1. Background and Summary of Significant Accounting Policies, for more information on the IPO. Nonrecurring Fair Value Measurements Valuation of our Redeemable Convertible Preferred Stock The Trustee of the Company’s ESOP has the ability to put the shares of our Redeemable convertible preferred stock to the Company. Prior to July 2014, our Redeemable convertible preferred stock was recorded at its fair value in the mezzanine equity section of our Condensed Consolidated Balance Sheets and changes in fair value were recorded in Retained earnings. Accordingly, we estimated the fair value of the Redeemable Convertible Preferred Stock through estimating the fair value of the Company’s common stock and applying certain adjustments including for the fair value of the total dividends to be received and assuming conversion of the Redeemable convertible preferred stock to common stock at the stated conversion ratio per our Certificate of Incorporation. The categorization of the framework used to price this temporary equity was considered a Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value. Upon the effective date of the IPO, the redemption feature of our Redeemable convertible preferred stock allowing the Trustee of the Company’s ESOP to put shares to us for cash was no longer applicable. However, if our common stock, which our Redeemable convertible preferred stock may convert to, is no longer a “registration-type class of security” (e.g., in the event of a delisting), the option held by the Trustee, which granted it the ability to put the shares of our Redeemable convertible preferred stock to us, would then become applicable. Preferred securities that become redeemable upon a contingent event that is not solely within the control of the Company should be classified outside of permanent equity. As of December 31, 2015, the Company has determined that it is not probable that the redemption feature will become applicable. Since the Redeemable convertible preferred stock is not currently redeemable and it is not probable that the instrument will become redeemable, subsequent adjustment to fair value is not required. As such, the Redeemable convertible preferred stock was recorded to fair value at the effective date of the IPO on July 25, 2014 and will remain in mezzanine equity without further adjustment to carrying value unless it becomes probable that the redemption feature will become applicable. See Note 1. Background and Summary of Significant Accounting Policies, for more information on the IPO. Valuation of our Goodwill and Indefinite Lived Intangible Assets Goodwill and indefinite lived intangible assets are tested for impairment annually as of March 31 or whenever events or changes in circumstances indicate the carrying value may be greater than fair value. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. RELATED PARTY TRANSACTIONS ADS Mexicana ADS conducts business in Mexico and Central America through its joint venture ADS Mexicana. ADS owns 51% of the outstanding stock of ADS Mexicana and consolidates ADS Mexicana for financial reporting purposes. During the three and nine months ended December 31, 2015 and 2014, ADS Mexicana compensated certain owners and former owners of Grupo Altima, the joint venture partner of ADS Mexicana, for consulting services related to the operations of the business. These cash payments totaled $104 and $203 for the three and nine months ended December 31, 2015, respectively, and $102 and $271 for the three and nine months ended December 31, 2014, respectively. Occasionally, ADS and ADS Mexicana jointly enter into agreements for pipe sales with their related parties. There were no such transactions during the three and nine months ended December 31, 2015 and $1,125 and $3,464 for the three and nine months ended December 31, 2014, respectively. Outstanding receivables related to these sales were $361 and $1,005 as of December 31, 2015 and March 31, 2015, respectively. In April 2015, ADS Mexicana borrowed $3,000 under a revolving credit facility arrangement with Scotia Bank and loaned that amount to ADS, and such loan was repaid in May 2015. In June 2015, ADS Mexicana borrowed $3,854 under the Scotia Bank credit facility and loaned it to an entity owned by a Grupo Altima owner, and such loan was repaid in July 2015. ADS does not guarantee the borrowings from this facility and therefore, does not anticipate any required contributions related to the balance of this credit facility. We are the guarantor of 100% of ADS Mexicana’s credit facility and our maximum potential payment under this guarantee totals $12,000. South American Joint Venture The Tuberias Tigre – ADS Limitada joint venture (“South American Joint Venture”) manufactures and sells HDPE corrugated pipe in the South American market. We are the guarantor for 50% of the South American Joint Venture’s credit facility, and the debt guarantee is shared equally with the joint venture partner. Our maximum potential obligation under this guarantee totals $6,844 as of December 31, 2015. The maximum borrowings permitted under the South American Joint Venture’s credit facility are $19,000. This credit facility allows borrowings in either Chilean pesos or US dollars at a fixed interest rate determined at inception of each draw on the facility. The guarantee of South American Joint Venture’s debt is for the life of the credit facility which matures on February 5, 2017. ADS does not anticipate any required contributions related to the balance of this credit facility. As of December 31, 2015 and March 31, 2015, the outstanding principal balance of the credit facility including letters of credit was $13,700 and $13,600, respectively. The weighted average interest rate as of December 31, 2015 was 3.39% on U.S. dollar denominated loans and 7.30% on Chilean peso denominated loans. ADS and the South American Joint Venture have entered into shared services arrangements in order to execute the joint venture services. Included within these arrangements are the lease of an office and plant location used to conduct business and operating expenses related to these leased facilities. Occasionally, ADS and South American Joint Venture jointly enter into agreements for pipe sales with their related parties which were $236 and $1,117 for the three and nine months ended December 31, 2015, respectively and $185 and $648 for the three and nine months ended December 31, 2014. As of December 31, 2015, ADS has a receivable from the South American Joint Venture of $254. BaySaver BaySaver is a joint venture that was established to produce and distribute water quality filters and separators used in the removal of sediment and pollution from storm water. ADS owns 65% of the outstanding membership interests of BaySaver and consolidates its interest in BaySaver. ADS and BaySaver have entered into shared services arrangements in order to execute the joint venture services. Included within these arrangements are the lease of a plant and adjacent yard used to conduct business and operating expenses related to the leased facility. Occasionally, ADS and BaySaver jointly enter into agreements for sales of pipe and Allied Products with their related parties in immaterial amounts. |
Debt
Debt | 9 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 7. DEBT Long-term debt as of December 31, 2015 and March 31, 2015 consisted of the following: (amounts in thousands) December 31, March 31, Bank Term Loans: Revolving Credit Facility - ADS $ 149,500 $ 205,100 Term Note 85,000 91,250 Senior Notes payable 100,000 100,000 Industrial revenue bonds 2,925 3,545 Total 337,425 399,895 Current maturities (35,860 ) (9,580 ) Long-term debt obligations $ 301,565 $ 390,315 ADS Mexicana Scotia Bank Revolving Credit Facility On December 11, 2014, our joint venture, ADS Mexicana, entered into a credit agreement with Scotia Bank. The credit agreement provides for revolving loans up to a maximum aggregate principal amount of $5,000. The proceeds of the revolving credit facility have primarily been used for short term investments and are available for working capital needs. The interest rates of the revolving credit facilities are determined by LIBOR rates, Tasa de Interes Interbancaria de Equilibrio (TIIE) or the Costos de Captacion rates, plus an applicable margin. The Scotia Bank revolving credit facility matures on December 11, 2017. The obligations under the revolving credit facility are not guaranteed by ADS. As of December 31, 2015, there was no outstanding principal drawn on the Scotia Bank revolving credit facility with $5,000 available to be drawn. |
Derivative Transactions
Derivative Transactions | 9 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Transactions | 8. DERIVATIVE TRANSACTIONS The Company uses interest rate swaps, commodity options in the form of collars and swaps, and foreign currency forward contracts to manage its various exposures to interest rate, commodity price, and exchange rate fluctuations. For interest rate swaps, the difference between the spot rate and applicable base rate is recorded in Interest expense. Contract settlement gains and losses on collars, commodity swaps and foreign exchange forward contracts as well as gains and losses related to the mark-to-market adjustments for changes in fair value of the derivative contracts are recorded in the Condensed Consolidated Statements of Operations as Derivative losses and other expense, net. The Company recognized (losses) and gains on mark-to-market adjustments for changes in fair value on derivative contracts of $1,784 and $(6,054) for the three months ended December 31, 2015 and 2014, respectively, and $(7,750) and $(6,217) for the nine months ended December 31, 2015 and 2014, respectively. The fair value of the derivatives is included in the Condensed Consolidated Balance sheet at December 31, 2015 and March 31, 2015 as follows: December 31, 2015 Assets Liabilities (Amounts in thousands) Receivables Other Other accrued Other Interest rate swaps $ — $ — $ (326 ) $ — Foreign exchange forward contracts 47 — — — Diesel fuel option collars and swaps — — (3,364 ) (275 ) Propylene swaps — — (11,704 ) (848 ) March 31, 2015 Assets Liabilities (Amounts in thousands) Receivables Other Other accrued Other Interest rate swaps $ — $ — $ (150 ) $ (615 ) Foreign exchange forward contracts 28 — — — Diesel fuel option collars and swaps — — (1,883 ) (958 ) Propylene swaps — — (4,412 ) (730 ) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES Purchase Commitments We will, from time to time, secure supplies of resin raw material by agreeing to purchase quantities during a future given period at a fixed price. These purchase contracts are short term in nature and occur in the ordinary course of business. Under such purchase contracts, we have agreed to purchase resin over the period January 2016 through December 2016 at a committed purchase cost of $24,240. Litigation On July 29, 2015, a putative stockholder class action, Christopher Wyche, individually and on behalf of all others similarly situated v. Advanced Drainage Systems, Inc., et al. (Case No. 1:15-cv-05955-KPF), was commenced in the U.S. District Court for the Southern District of New York, naming the Company, along with Joseph A. Chlapaty, the Company’s Chief Executive Officer, and Mark B. Sturgeon, the Company’s former Chief Financial Officer, as defendants and alleging violations of the federal securities laws. An amended complaint was filed on April 28, 2016. The amended complaint alleges that the Company made material misrepresentations and/or omissions of material fact in its public disclosures during the period from July 25, 2014 through March 29, 2016, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. Plaintiffs seek an unspecified amount of monetary damages on behalf of the putative class and an award of costs and expenses, including counsel fees and expert fees. The Company believes that it has valid and meritorious defenses and will vigorously defend against these allegations, but litigation is subject to many uncertainties and the outcome of this matter is not predictable with assurance. While it is reasonably possible that this matter ultimately could be decided unfavorably to the Company, the Company is currently unable to estimate the range of the possible losses, but they could be material. On August 12, 2015, the SEC Division of Enforcement (“Enforcement Division”) informed the Company that it was conducting an informal inquiry with respect to the Company. As part of this inquiry, the Enforcement Division requested the voluntary production of certain documents generally related to the Company’s accounting practices. Subsequent to the initial voluntary production request, the Company received document subpoenas from the Enforcement Division pursuant to a formal order of investigation. The Company has from the outset cooperated with the Enforcement Division’s investigation and intends to continue to do so. While it is reasonably possible that this investigation ultimately could be resolved unfavorably to the Company, the Company is currently unable to estimate the range of possible losses, but they could be material. We are involved from time to time in various legal proceedings that arise in the ordinary course of our business, including but not limited to commercial disputes, environmental matters, employee related claims, intellectual property disputes and litigation in connection with transactions including acquisitions and divestitures. We believe that such litigation, claims, and administrative proceedings will not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is considered probable, and the amount can be reasonably estimated. In management’s opinion, none of these proceedings are material in relation to our consolidated operations, cash flows, or financial position, and we have adequate accrued liabilities to cover our estimated probable loss exposure. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 10. ACCUMULATED OTHER COMPREHENSIVE LOSS The following table presents the changes in the balance of Accumulated other comprehensive loss (“AOCL”) for the nine months ending December 31, which consists entirely of foreign currency translation gains (losses): (Amounts in thousands) Accumulated Balance at April 1, 2014 $ (6,830 ) Other comprehensive loss (4,730 ) Balance at December 31, 2014 $ (11,560 ) Balance at April 1, 2015 (15,521 ) Other comprehensive loss (10,601 ) Balance at December 31, 2015 $ (26,122 ) |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. INCOME TAXES The Company’s effective tax rate will vary based on a variety of factors, including overall profitability, the geographical mix of income before taxes and related tax rates in jurisdictions where it operates and other onetime charges, as well as discrete events, such as provision to return adjustments. For the nine months ended December 31, 2015 and 2014, the Company utilized an effective tax rate of 36.2% and 41.8%, respectively, to calculate its provision for income taxes. These rates are higher than the federal statutory rate of 35% due to state and local taxes, partially offset by foreign income taxed at lower rates, and in the case of the nine months ended December 31, 2015, the reversal of uncertain tax position accruals as a result of the lapse of the statute of limitations. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 12. NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is calculated by dividing the Net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net income (loss) per share is computed by dividing the Net income attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period. Holders of unvested restricted stock have nonforfeitable rights to dividends when declared on common stock, and holders of Redeemable convertible preferred stock participate in dividends on an as-converted basis when declared on common stock. As a result, unvested restricted stock and Redeemable convertible preferred stock meet the definition of participating securities, which requires us to apply the two-class method to compute both basic and diluted net income (loss) per share. The two-class method is an earnings allocation formula that treats participating securities as having rights to earnings that would otherwise have been available to common stockholders. The dilutive effect of stock options and unvested restricted stock is based on the more dilutive of the treasury stock method or the diluted two-class method. In computing diluted net income (loss) per share, income available to common shareholders used in the basic net income (loss) per share calculation (numerator) is adjusted, subject to sequencing rules, for certain adjustments that would result from the assumed issuance of potential common shares. Diluted net income (loss) per share assumes the Redeemable convertible preferred stock would be cash settled through the effective date of the IPO on July 25, 2014, as we have the choice of settling in cash or shares and we have demonstrated past practice and intent of cash settlement. Therefore these shares are excluded from the calculation through the effective date of the IPO. After the effective date of the IPO, Management’s intent is to share settle; therefore, these shares are included in the calculation from July 26, 2014 through December 31, 2015, if dilutive. For purposes of the calculation of diluted net income (loss) per share, stock options and unvested restricted stock are considered to be potential common stock and are only included in the calculations when their effect is dilutive. Prior to the effective date of the IPO, the Company’s Redeemable common stock was included in the weighted-average number of common shares outstanding for calculating basic and diluted net income (loss) per share. The following table presents information necessary to calculate net income (loss) per share for the three and nine months ended December 31, 2015 and 2014, as well as potentially dilutive securities excluded from the weighted average number of diluted common shares outstanding because their inclusion would have been anti-dilutive: Three Months Ended Nine Months Ended (Amounts in thousands, except per share data) 2015 2014 2015 2014 Net income (loss) per share - Basic Net income (loss) attributable to ADS $ 7,976 $ (3,325 ) $ 29,585 $ 22,085 Adjustment for: Accretion of redeemable noncontrolling interest (329 ) — (586 ) — Change in fair value of redeemable convertible preferred stock — — — (11,054 ) Dividends to redeemable convertible preferred stock (349 ) (298 ) (1,082 ) (377 ) Dividends paid to unvested restricted stockholders (6 ) (9 ) (18 ) (9 ) Net income (loss) available to common stockholders and participating securities 7,292 (3,632 ) 27,899 10,645 Undistributed income allocated to participating securities (479 ) — (2,159 ) (995 ) Net income (loss) available to common stockholders - Basic 6,813 (3,632 ) 25,740 9,650 Weighted average number of common shares outstanding - Basic 54,133 52,986 53,880 50,691 Net income (loss) per common share - Basic $ 0.13 $ (0.07 ) $ 0.48 $ 0.19 Net income (loss) per share - Diluted Net income (loss) available to common stockholders - Basic $ 6,813 $ (3,632 ) $ 25,740 $ 9,650 Amount allocated to participating preferred stockholders — — 2,116 — Preferred stock dividends, net of tax — — 703 — Tax benefit on an as if converted common dividend — — 107 — Additional compensation for leverage ESOP — — (506 ) — Net income (loss) available to common stockholders - Diluted 6,813 (3,632 ) 28,160 9,650 Weighted average number of common shares outstanding - Basic 54,133 52,986 53,880 50,691 Assumed conversion of preferred stock — — 6,417 — Assumed exercise of stock options 394 — 397 515 Weighted average number of common shares outstanding - Diluted 54,527 52,986 60,694 51,206 Net income (loss) per common share - Diluted $ 0.12 $ (0.07 ) $ 0.46 $ 0.19 Potentially dilutive securities excluded as anti-dilutive 6,218 6,560 — 3,808 |
Business Segments Information
Business Segments Information | 9 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Business Segments Information | 13. BUSINESS SEGMENTS INFORMATION We operate our business in two distinct operating and reportable segments based on the markets we serve: “Domestic” and “International”. The Chief Operating Decision Maker (“CODM”) evaluates segment reporting based on net sales and Segment Adjusted EBITDA (a non-GAAP measure). We calculate Segment Adjusted EBITDA as net income or loss before interest, income taxes, depreciation and amortization, stock-based compensation expense, non-cash charges and certain other expenses. Domestic Our Domestic segment manufactures and markets products throughout the United States. We maintain and serve these markets through strong product distribution relationships with many of the largest national and independent waterworks distributors, major national retailers as well as an extensive network of hundreds of small to medium-sized distributors across the U.S. We also sell through a broad variety of buying groups and co-ops in the United States. Products include Singlewall pipe, N-12 HDPE pipe sold into the Storm sewer and Infrastructure markets, high performance PP pipe sold into the Storm sewer and sanitary sewer markets, and our broad line of Allied Products including StormTech, Nyloplast, Arc Septic Chambers, Inserta Tee, BaySaver filters and water quality structures, Fittings, and FleXstorm. Our Domestic segment sales are diversified across all regions of the country. International Our International segment manufactures and markets products in regions outside of the United States, with a growth strategy focused on our owned facilities in Canada and through our joint-ventures, with local partners in Mexico, Central America and South America. Our joint venture strategy provides us with local and regional access to new markets such as Brazil, Chile, Argentina, Peru and Colombia. Our Mexican joint venture through ADS Mexicana primarily serves the Mexican markets, while our South American Joint Venture is our primary channel to serve the South American markets. Our product line includes Singlewall pipe, N-12 HDPE pipe, and high performance PP pipe. The Canadian market also sells our broad line of Allied Products, while sales in Latin America are currently concentrated in fittings and Nyloplast. The following table sets forth reportable segment information with respect to the amount of net sales contributed by each class of similar products of our consolidated gross profit for the three and nine months ended December 31, 2015 and 2014, respectively: Three Months Ended December 31, Nine Months Ended December 31, (Amounts in thousands) 2015 2014 2015 2014 Domestic Pipe $ 196,162 $ 179,979 $ 654,987 $ 637,728 Allied Products 70,588 59,236 237,228 210,888 Total domestic 266,750 239,215 892,215 848,616 International Pipe 34,451 34,171 121,368 102,320 Allied Products 11,626 6,485 31,697 22,083 Total international 46,077 40,656 153,065 124,403 Total net sales $ 312,827 $ 279,871 $ 1,045,280 $ 973,019 The following sets forth certain additional financial information attributable to our reportable segments for the three and nine months ended December 31, 2015 and 2014, respectively: Three Months Ended December 31, Nine Months Ended December 31, (Amounts in thousands) 2015 2014 2015 2014 Net Sales Domestic $ 266,750 $ 239,215 $ 892,215 $ 848,616 International 46,077 40,656 153,065 124,403 Total $ 312,827 $ 279,871 $ 1,045,280 $ 973,019 Gross Profit Domestic 64,948 41,764 198,082 161,405 International 8,375 7,414 31,562 18,394 Total $ 73,323 $ 49,178 $ 229,644 $ 179,799 Segment Adjusted EBITDA Domestic 43,996 30,298 141,946 125,195 International 4,201 3,500 19,005 8,932 Total $ 48,197 $ 33,798 $ 160,951 $ 134,127 Interest expense, net Domestic 4,606 4,613 13,544 14,675 International 117 18 412 51 Total $ 4,723 $ 4,631 $ 13,956 $ 14,726 Depreciation and amortization Domestic 15,221 14,742 46,880 44,338 International 2,081 1,376 6,427 4,181 Total $ 17,302 $ 16,118 $ 53,307 $ 48,519 Equity in net income (loss) of unconsolidated affiliates Domestic (99 ) (92 ) 224 312 International (818 ) (896 ) (1,159 ) (2,024 ) Total $ (917 ) $ (988 ) $ (935 ) $ (1,712 ) Capital expenditures Domestic 7,446 4,673 23,921 19,461 International 2,327 1,012 6,049 1,820 Total $ 9,773 $ 5,685 $ 29,970 $ 21,281 The following sets forth certain additional financial information attributable to our reporting segments as of December 31, 2015 and March 31, 2015, respectively. December 31, March 31, 2015 Investment in unconsolidated affiliates Domestic $ 2,976 $ 7,957 International 13,739 17,081 Total $ 16,715 $ 25,038 Total identifiable assets Domestic $ 906,408 $ 942,267 International 144,571 168,624 Eliminations (50,132 ) (69,193 ) Total $ 1,000,847 $ 1,041,699 Reconciliation of Segment Adjusted EBITDA to Net (Loss) Income Three Months Ended December 31, 2015 2014 (Amounts in thousands) Domestic International Domestic International Net income (loss) $ 9,548 $ (1,761 ) $ (3,911 ) $ 1,958 Depreciation and amortization 15,221 2,081 14,742 1,376 Interest expense 4,606 117 4,613 18 Income tax expense 5,206 2,894 3,160 247 Segment EBITDA 34,581 3,331 18,604 3,599 Derivative fair value adjustment (1,733 ) (51 ) 6,310 (256 ) Foreign currency transaction losses (gains) — 569 — (561 ) (Gain) loss on disposal of assets or businesses (546 ) (57 ) 175 18 Unconsolidated affiliates interest, tax depreciation and amortization (a) 223 409 648 700 Contingent consideration remeasurement 14 — (7 ) — Stock-based compensation 714 — 1,542 — ESOP deferred stock-based compensation 3,125 — 2,690 — Restatement costs (b) 7,618 — — — Transaction costs (c) — — 336 — Segment Adjusted EBITDA $ 43,996 $ 4,201 $ 30,298 $ 3,500 a) Includes our proportional share of interest, income taxes, depreciation and amortization related to our South American Joint Venture and our Tigre-ADS USA Joint Venture, which are accounted for under the equity method of accounting. In addition, these amounts include our proportional share of interest, income taxes, depreciation and amortization related to our BaySaver Joint Venture prior to our acquisition of BaySaver on July 17, 2015, which was previously accounted for under the equity method of accounting. b) Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with the restatement of our prior period financial statements as reflected in the Fiscal 2015 Form 10-K. c) Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with our secondary public offering in fiscal year 2015. Nine Months Ended December 31, 2015 2014 (Amounts in thousands) Domestic International Domestic International Net income $ 26,312 $ 7,754 $ 21,535 $ 4,950 Depreciation and amortization 46,880 6,427 44,338 4,181 Interest expense 13,544 412 14,675 51 Income tax expense 17,408 2,431 21,471 (1,245 ) Segment EBITDA 104,144 17,024 102,019 7,937 Derivative fair value adjustment 7,768 (18 ) 6,473 (256 ) Foreign currency transaction losses (gains) — 735 — (636 ) Loss (gain) on disposal of assets or businesses 795 (237 ) 486 52 Unconsolidated affiliates interest, tax depreciation and amortization (a) 769 1,501 1,188 1,835 Contingent consideration remeasurement 114 — (5 ) — Stock-based compensation 2,163 — 5,919 — ESOP deferred stock-based compensation 9,375 — 8,064 — Loss related to BaySaver step acquisition 490 — — — Restatement costs (b) 16,328 — — — Transaction costs (c) — — 1,051 — Segment Adjusted EBITDA $ 141,946 $ 19,005 $ 125,195 $ 8,932 a) Includes our proportional share of interest, income taxes, depreciation and amortization related to our South American Joint Venture and our Tigre-ADS USA Joint Venture, which are accounted for under the equity method of accounting. In addition, these amounts include our proportional share of interest, income taxes, depreciation and amortization related to our BaySaver Joint Venture prior to our acquisition of BaySaver on July 17, 2015, which was previously accounted for under the equity method of accounting. b) Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with the restatement of our prior period financial statements as reflected in the Fiscal 2015 Form 10-K. c) Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with our IPO and secondary public offering in fiscal year 2015. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Dec. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 14. SUPPLEMENTAL CASH FLOW INFORMATION During the nine months ended December 31, 2015 and 2014, the Company acquired Property, plant and equipment under capital lease and incurred lease obligations of $28,109 and $22,531, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. SUBSEQUENT EVENTS Subsequent Events Related to the Bank Term Loans and Senior Notes Our long-term debt primarily consists of amounts outstanding under a Revolving Credit Facility with borrowing capacity of $325,000 for ADS, Inc., a Revolving Credit Facility for ADS-Mexicana with borrowing capacity of $12,000, and a $100,000 term note (collectively, the “Bank Term Loans”), and the $100,000 of outstanding senior promissory notes (“Senior Notes”). The amendments and consents described below that occurred between July 2015 and February 2016 related to the delay in the filing of the fiscal year 2015 Form 10-K, and the restatement of the Company’s previously issued financial statements (the “Restatement”) as reflected in the Fiscal 2015 Form 10-K, which was filed in March 2016. From July 2015 through December 2015, the Company obtained various consents from the lenders and amended the Bank Term Loans and Senior Notes. These consents and the additional amendments had the effect of: (i) extending the time for delivery of our fiscal 2015 audited financial statements and the first and second quarter fiscal 2016 quarterly financial statements to January 31, 2016, whereby an event of default was waived as long as those financial statements were delivered within the thirty day grace period after that date, (ii) modified certain definitions applicable to the Company’s affirmative and negative financial covenants, including the negative covenant on indebtedness, to accommodate the Company’s treatment of its transportation and equipment leases as capital leases rather than operating leases and to accommodate the treatment of the costs related to the Company’s restatement, and (iii) permitted the Company’s payment of quarterly dividends on common shares in June, August and December 2015. In February 2016, the Company entered into additional amended agreements related to the Bank Term Loans and Senior Notes that further extend the time for delivery of its fiscal 2015 audited financial statements and the first and second quarter fiscal 2016 quarterly financial statements, as well as to extend the time for delivery of its third quarter fiscal 2016 quarterly financial statements. The February 2016 amended agreements extended the time for delivery of the fiscal 2015 audited financial statements and the first, second and third quarter fiscal 2016 quarterly financial statements to April 1, 2016, whereby an event of default was waived as long as those financial statements were delivered by that date without regard to any grace period. As part of the February 2016 amended agreements, the lenders also consented to the Company’s payment of the previously declared annual dividend of $0.0195 per share to be paid on shares of preferred stock in March 2016. Subsequent Event Related to ADS Mexicana Scotia Bank Revolving Credit Facility On May 27, 2016, ADS Mexicana obtained a waiver on a covenant from Scotia Bank relating to ADS Mexicana failing to notify Scotia Bank of changes in legal organizational structure and payment of dividends. |
Background and Summary of Sig25
Background and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company prepares its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Condensed Consolidated Balance Sheet as of March 31, 2015 was derived from audited financial statements. In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments, of a normal recurring nature, necessary to present fairly its financial position as of December 31, 2015 and the results of operations for the three and nine months ended December 31, 2015 and 2014 and cash flows for the nine months ended December 31, 2015 and 2014. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, filed in our Annual Report on Form 10-K for the year ended March 31, 2015 (“Fiscal 2015 Form 10-K”). |
Principles of Consolidation | Principles of Consolidation Our condensed consolidated financial statements include the Company, our wholly-owned subsidiaries, our majority-owned subsidiaries, including ADS Mexicana, S.A. de C.V. (together with its affiliate ADS Corporativo, S.A. de C.V., “ADS Mexicana”) and BaySaver Technologies, LLC (“BaySaver”), and variable interest entities (“VIEs”) of which we are the primary beneficiary. We use the equity method of accounting for equity investments where we exercise significant influence but do not hold a controlling financial interest. Such investments are recorded in Other assets in our Condensed Consolidated Balance Sheets and the related equity earnings from these investments is included in Equity in net loss of unconsolidated affiliates in our Condensed Consolidated Statements of Operations. All intercompany balances and transactions have been eliminated in consolidation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Stock-Based Compensation With the exception of the pronouncement described above, there have been no new accounting pronouncements issued since the filing of our Fiscal 2015 Form 10-K that have significance, or potential significance, to our consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | The purchase price was determined as follows: (Amounts in thousands) Acquisition-date fair value of our prior equity interest $ 4,220 Acquisition-date fair value of noncontrolling interest 6,330 Cash paid at acquisition date 3,200 Fair value of contingent consideration 750 Total purchase price $ 14,500 |
Effect of Acquisitions for Unaudited Pro Forma Consolidated Statements of Operations | This pro forma information is presented for illustrative purposes only and is not indicative of what actual results would have been if the acquisitions had taken place on April 1, 2014 or of future results. The unaudited pro forma consolidated results are not projections of future results of operations of the combined company nor do they reflect the expected realization of any cost savings or synergies associated with the acquisition. Nine months ended December 31, (Amounts in thousands) 2015 2014 Net sales $ 1,048,879 $ 981,736 Net income attributable to ADS $ 29,623 $ 22,131 |
BaySaver [Member] | |
Summary of Preliminary Purchase Price Allocation | The preliminary purchase price allocation is as follows: (Amounts in thousands) Cash $ 12 Other current assets 2,262 Property, plant and equipment 164 Goodwill 2,495 Intangible assets 10,800 Other assets 152 Current liabilities (1,385 ) Total purchase price $ 14,500 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories as of December 31, 2015 and March 31, 2015 consisted of the following: (Amounts in thousands) December 31, March 31, Raw materials $ 44,403 $ 50,198 Finished goods 159,728 219,644 Total inventories $ 204,131 $ 269,842 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Carrying Amount of Goodwill by Reportable Segment | The change in carrying amount of goodwill by reportable segment is as follows: (Amounts in thousands) Domestic International Total Balance at March 31, 2015 $ 87,507 $ 11,172 $ 98,679 Acquisition 2,495 — 2,495 Currency translation — (969 ) (969 ) Balance at December 31, 2015 $ 90,002 $ 10,203 $ 100,205 |
Summary of Intangible Assets | Intangible assets as of December 31, 2015 and March 31, 2015 consisted of the following: December 31, 2015 March 31, 2015 (Amounts in thousands) Gross Accumulated Net Gross Accumulated Net Definite-lived intangible assets Developed technology $ 44,579 $ (28,740 ) $ 15,839 $ 40,579 $ (26,405 ) $ 14,174 Customer relationships 40,470 (21,614 ) 18,856 43,167 (26,113 ) 17,054 Patents 6,938 (4,012 ) 2,926 6,547 (3,550 ) 2,997 Non-compete and other contractual agreements 1,231 (777 ) 454 1,365 (691 ) 674 Trademarks and tradenames 15,390 (3,903 ) 11,487 14,248 (3,051 ) 11,197 Total definite-lived intangible assets 108,608 (59,046 ) 49,562 105,906 (59,810 ) 46,096 Indefinite-lived intangible assets Trademarks 11,930 — 11,930 11,959 — 11,959 Total intangible assets $ 120,538 $ (59,046 ) $ 61,492 $ 117,865 $ (59,810 ) $ 58,055 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Carried at Fair Value | Recurring Fair Value Measurements The assets and liabilities carried at fair value as of December 31, 2015 and March 31, 2015 were as follows: December 31, 2015 (Amounts in thousands) Total Level 1 Level 2 Level 3 Assets: Derivative assets - currency forward contracts $ 47 $ — $ 47 $ — Total assets at fair value on a recurring basis $ 47 $ — $ 47 $ Liabilities: Derivative liability - interest rate swaps $ 326 $ — $ 326 $ — Derivative liability - diesel fuel contracts 3,639 — 3,639 — Derivative liability - propylene swaps 12,552 — 12,552 — Contingent consideration for acquisitions 2,726 — — 2,726 Total liabilities at fair value on a recurring basis $ 19,243 $ — $ 16,517 $ 2,726 March 31, 2015 (Amounts in thousands) Total Level 1 Level 2 Level 3 Assets: Derivative assets - currency forward contracts $ 28 $ — $ 28 $ — Total assets at fair value on a recurring basis $ 28 $ — $ 28 $ — Liabilities : Derivative liability - interest rate swaps $ 765 $ — $ 765 $ — Derivative liability - diesel fuel contracts 2,841 — 2,841 — Derivative liability - propylene swaps 5,142 — 5,142 — Contingent consideration for acquisitions 2,444 — — 2,444 Total liabilities at fair value on a recurring basis $ 11,192 $ — $ 8,748 $ 2,444 |
Summary of Changes in Fair Value of Recurring Fair Value Measurements Using Unobservable Inputs | Changes in the fair value of recurring fair value measurements using significant unobservable inputs (Level 3) for the three and nine months ended December 31, 2015 and 2014 were as follows: Three months ended December 31, 2015 and 2014 (Amounts in thousands) Contingent Balance at September 30, 2015 $ 2,869 Change in fair value 14 Payments of contingent consideration liability (157 ) Balance at December 31, 2015 $ 2,726 (Amounts in thousands) Contingent Balance at September 30, 2014 $ 2,526 Change in fair value (7 ) Payments of contingent consideration liability (154 ) Balance at December 31, 2014 $ 2,365 Nine months ended December 31, 2015 and 2014 (amounts in thousands) Contingent Balance at March 31, 2015 $ 2,444 Acquisition 750 Change in fair value 114 Payments of contingent consideration liability (582 ) Balance at December 31, 2015 $ 2,726 Nine Months Ended December 31, 2014 Redeemable Deferred convertible compensation (amounts in thousands) Contingent Redeemable preferred - unearned Total Balance at March 31, 2014 $ 2,898 $ 549,119 $ 291,720 $ (197,888 ) $ 645,849 Allocation of ESOP shares to participants — — — 4,391 4,391 Change in fair value (5 ) 65,921 34,903 (23,849 ) 76,970 Payments of contingent consideration liability (528 ) — — — (528 ) Transfer from Level 3 — (615,040 ) (326,623 ) 217,346 (724,317 ) Balance at December 31, 2014 $ 2,365 $ — $ — $ — $ 2,365 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term debt as of December 31, 2015 and March 31, 2015 consisted of the following: (amounts in thousands) December 31, March 31, Bank Term Loans: Revolving Credit Facility - ADS $ 149,500 $ 205,100 Term Note 85,000 91,250 Senior Notes payable 100,000 100,000 Industrial revenue bonds 2,925 3,545 Total 337,425 399,895 Current maturities (35,860 ) (9,580 ) Long-term debt obligations $ 301,565 $ 390,315 |
Derivative Transactions (Tables
Derivative Transactions (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value of the Derivatives Included in the Condensed Consolidated Balance Sheet | The fair value of the derivatives is included in the Condensed Consolidated Balance sheet at December 31, 2015 and March 31, 2015 as follows: December 31, 2015 Assets Liabilities (Amounts in thousands) Receivables Other Other accrued Other Interest rate swaps $ — $ — $ (326 ) $ — Foreign exchange forward contracts 47 — — — Diesel fuel option collars and swaps — — (3,364 ) (275 ) Propylene swaps — — (11,704 ) (848 ) March 31, 2015 Assets Liabilities (Amounts in thousands) Receivables Other Other accrued Other Interest rate swaps $ — $ — $ (150 ) $ (615 ) Foreign exchange forward contracts 28 — — — Diesel fuel option collars and swaps — — (1,883 ) (958 ) Propylene swaps — — (4,412 ) (730 ) |
Accumulated Other Comprehensi32
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Summary of Changes in Balance of Accumulated Other Comprehensive Loss | The following table presents the changes in the balance of Accumulated other comprehensive loss (“AOCL”) for the nine months ending December 31, which consists entirely of foreign currency translation gains (losses): (Amounts in thousands) Accumulated Balance at April 1, 2014 $ (6,830 ) Other comprehensive loss (4,730 ) Balance at December 31, 2014 $ (11,560 ) Balance at April 1, 2015 (15,521 ) Other comprehensive loss (10,601 ) Balance at December 31, 2015 $ (26,122 ) |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Summary of Net (Loss) Income Per Share | The following table presents information necessary to calculate net income (loss) per share for the three and nine months ended December 31, 2015 and 2014, as well as potentially dilutive securities excluded from the weighted average number of diluted common shares outstanding because their inclusion would have been anti-dilutive: Three Months Ended Nine Months Ended (Amounts in thousands, except per share data) 2015 2014 2015 2014 Net income (loss) per share - Basic Net income (loss) attributable to ADS $ 7,976 $ (3,325 ) $ 29,585 $ 22,085 Adjustment for: Accretion of redeemable noncontrolling interest (329 ) — (586 ) — Change in fair value of redeemable convertible preferred stock — — — (11,054 ) Dividends to redeemable convertible preferred stock (349 ) (298 ) (1,082 ) (377 ) Dividends paid to unvested restricted stockholders (6 ) (9 ) (18 ) (9 ) Net income (loss) available to common stockholders and participating securities 7,292 (3,632 ) 27,899 10,645 Undistributed income allocated to participating securities (479 ) — (2,159 ) (995 ) Net income (loss) available to common stockholders - Basic 6,813 (3,632 ) 25,740 9,650 Weighted average number of common shares outstanding - Basic 54,133 52,986 53,880 50,691 Net income (loss) per common share - Basic $ 0.13 $ (0.07 ) $ 0.48 $ 0.19 Net income (loss) per share - Diluted Net income (loss) available to common stockholders - Basic $ 6,813 $ (3,632 ) $ 25,740 $ 9,650 Amount allocated to participating preferred stockholders — — 2,116 — Preferred stock dividends, net of tax — — 703 — Tax benefit on an as if converted common dividend — — 107 — Additional compensation for leverage ESOP — — (506 ) — Net income (loss) available to common stockholders - Diluted 6,813 (3,632 ) 28,160 9,650 Weighted average number of common shares outstanding - Basic 54,133 52,986 53,880 50,691 Assumed conversion of preferred stock — — 6,417 — Assumed exercise of stock options 394 — 397 515 Weighted average number of common shares outstanding - Diluted 54,527 52,986 60,694 51,206 Net income (loss) per common share - Diluted $ 0.12 $ (0.07 ) $ 0.46 $ 0.19 Potentially dilutive securities excluded as anti-dilutive 6,218 6,560 — 3,808 |
Business Segments Information (
Business Segments Information (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from Reportable Segments by Product Type | The following table sets forth reportable segment information with respect to the amount of net sales contributed by each class of similar products of our consolidated gross profit for the three and nine months ended December 31, 2015 and 2014, respectively: Three Months Ended December 31, Nine Months Ended December 31, (Amounts in thousands) 2015 2014 2015 2014 Domestic Pipe $ 196,162 $ 179,979 $ 654,987 $ 637,728 Allied Products 70,588 59,236 237,228 210,888 Total domestic 266,750 239,215 892,215 848,616 International Pipe 34,451 34,171 121,368 102,320 Allied Products 11,626 6,485 31,697 22,083 Total international 46,077 40,656 153,065 124,403 Total net sales $ 312,827 $ 279,871 $ 1,045,280 $ 973,019 |
Schedule of Additional Financial Information Attributable to Reportable Segments | The following sets forth certain additional financial information attributable to our reportable segments for the three and nine months ended December 31, 2015 and 2014, respectively: Three Months Ended December 31, Nine Months Ended December 31, (Amounts in thousands) 2015 2014 2015 2014 Net Sales Domestic $ 266,750 $ 239,215 $ 892,215 $ 848,616 International 46,077 40,656 153,065 124,403 Total $ 312,827 $ 279,871 $ 1,045,280 $ 973,019 Gross Profit Domestic 64,948 41,764 198,082 161,405 International 8,375 7,414 31,562 18,394 Total $ 73,323 $ 49,178 $ 229,644 $ 179,799 Segment Adjusted EBITDA Domestic 43,996 30,298 141,946 125,195 International 4,201 3,500 19,005 8,932 Total $ 48,197 $ 33,798 $ 160,951 $ 134,127 Interest expense, net Domestic 4,606 4,613 13,544 14,675 International 117 18 412 51 Total $ 4,723 $ 4,631 $ 13,956 $ 14,726 Depreciation and amortization Domestic 15,221 14,742 46,880 44,338 International 2,081 1,376 6,427 4,181 Total $ 17,302 $ 16,118 $ 53,307 $ 48,519 Equity in net income (loss) of unconsolidated affiliates Domestic (99 ) (92 ) 224 312 International (818 ) (896 ) (1,159 ) (2,024 ) Total $ (917 ) $ (988 ) $ (935 ) $ (1,712 ) Capital expenditures Domestic 7,446 4,673 23,921 19,461 International 2,327 1,012 6,049 1,820 Total $ 9,773 $ 5,685 $ 29,970 $ 21,281 The following sets forth certain additional financial information attributable to our reporting segments as of December 31, 2015 and March 31, 2015, respectively. December 31, March 31, 2015 Investment in unconsolidated affiliates Domestic $ 2,976 $ 7,957 International 13,739 17,081 Total $ 16,715 $ 25,038 Total identifiable assets Domestic $ 906,408 $ 942,267 International 144,571 168,624 Eliminations (50,132 ) (69,193 ) Total $ 1,000,847 $ 1,041,699 |
Schedule of Reconciliation of Segment Adjusted EBITDA to Net (Loss) Income | Reconciliation of Segment Adjusted EBITDA to Net (Loss) Income Three Months Ended December 31, 2015 2014 (Amounts in thousands) Domestic International Domestic International Net income (loss) $ 9,548 $ (1,761 ) $ (3,911 ) $ 1,958 Depreciation and amortization 15,221 2,081 14,742 1,376 Interest expense 4,606 117 4,613 18 Income tax expense 5,206 2,894 3,160 247 Segment EBITDA 34,581 3,331 18,604 3,599 Derivative fair value adjustment (1,733 ) (51 ) 6,310 (256 ) Foreign currency transaction losses (gains) — 569 — (561 ) (Gain) loss on disposal of assets or businesses (546 ) (57 ) 175 18 Unconsolidated affiliates interest, tax depreciation and amortization (a) 223 409 648 700 Contingent consideration remeasurement 14 — (7 ) — Stock-based compensation 714 — 1,542 — ESOP deferred stock-based compensation 3,125 — 2,690 — Restatement costs (b) 7,618 — — — Transaction costs (c) — — 336 — Segment Adjusted EBITDA $ 43,996 $ 4,201 $ 30,298 $ 3,500 a) Includes our proportional share of interest, income taxes, depreciation and amortization related to our South American Joint Venture and our Tigre-ADS USA Joint Venture, which are accounted for under the equity method of accounting. In addition, these amounts include our proportional share of interest, income taxes, depreciation and amortization related to our BaySaver Joint Venture prior to our acquisition of BaySaver on July 17, 2015, which was previously accounted for under the equity method of accounting. b) Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with the restatement of our prior period financial statements as reflected in the Fiscal 2015 Form 10-K. c) Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with our secondary public offering in fiscal year 2015. Nine Months Ended December 31, 2015 2014 (Amounts in thousands) Domestic International Domestic International Net income $ 26,312 $ 7,754 $ 21,535 $ 4,950 Depreciation and amortization 46,880 6,427 44,338 4,181 Interest expense 13,544 412 14,675 51 Income tax expense 17,408 2,431 21,471 (1,245 ) Segment EBITDA 104,144 17,024 102,019 7,937 Derivative fair value adjustment 7,768 (18 ) 6,473 (256 ) Foreign currency transaction losses (gains) — 735 — (636 ) Loss (gain) on disposal of assets or businesses 795 (237 ) 486 52 Unconsolidated affiliates interest, tax depreciation and amortization (a) 769 1,501 1,188 1,835 Contingent consideration remeasurement 114 — (5 ) — Stock-based compensation 2,163 — 5,919 — ESOP deferred stock-based compensation 9,375 — 8,064 — Loss related to BaySaver step acquisition 490 — — — Restatement costs (b) 16,328 — — — Transaction costs (c) — — 1,051 — Segment Adjusted EBITDA $ 141,946 $ 19,005 $ 125,195 $ 8,932 a) Includes our proportional share of interest, income taxes, depreciation and amortization related to our South American Joint Venture and our Tigre-ADS USA Joint Venture, which are accounted for under the equity method of accounting. In addition, these amounts include our proportional share of interest, income taxes, depreciation and amortization related to our BaySaver Joint Venture prior to our acquisition of BaySaver on July 17, 2015, which was previously accounted for under the equity method of accounting. b) Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with the restatement of our prior period financial statements as reflected in the Fiscal 2015 Form 10-K. c) Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with our IPO and secondary public offering in fiscal year 2015. |
Background and Summary of Sig35
Background and Summary of Significant Accounting Policies - Additional Information (Detail) | Dec. 15, 2014USD ($)$ / sharesshares | Dec. 09, 2014USD ($)$ / sharesshares | Aug. 22, 2014$ / sharesshares | Jul. 25, 2014USD ($)$ / sharesshares | Jul. 11, 2014 | Dec. 31, 2015Segment$ / sharesshares | Dec. 31, 2014USD ($) | Mar. 31, 2015$ / sharesshares |
Schedule Of Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of reportable segments | Segment | 2 | |||||||
Net proceeds from initial public offering | $ | $ 79,131,000 | |||||||
Offering price per share | $ / shares | $ 0.01 | $ 0.01 | ||||||
Common stock, shares issued | shares | 153,560,000 | 153,560,000 | ||||||
IPO [Member] | ||||||||
Schedule Of Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Common and preferred stock conversion split ratio, description | 4.707-for-one split | |||||||
Common and preferred stock conversion split ratio | 4.707 | |||||||
Additional shares issued | shares | 600,000 | 5,289,000 | ||||||
Net proceeds from initial public offering | $ | $ 79,131,000 | |||||||
Underwriter discounts and commissions on initial public offering | $ | $ 5,501,000 | |||||||
Share price | $ / shares | $ 16 | $ 16 | ||||||
Secondary Public Offering [Member] | ||||||||
Schedule Of Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Additional shares issued | shares | 10,000,000 | |||||||
Offering price per share | $ / shares | $ 21.25 | $ 21.25 | ||||||
Proceeds from sale of shares | $ | $ 0 | $ 0 | ||||||
Common stock, shares issued | shares | 1,500,000 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 17, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 |
Business Acquisition [Line Items] | ||||
Business combination equity interest remeasurement loss | $ 490 | |||
Goodwill | $ 100,205 | $ 98,679 | ||
Intangible assets | 108,608 | 105,906 | ||
Pro Forma [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible asset amortization expense, net of related income taxes and noncontrolling interest | 94 | $ 230 | ||
Interest expense, net of related income taxes and noncontrolling interest | 10 | 27 | ||
Equity method investments net of related income taxes | 109 | $ 302 | ||
BaySaver [Member] | ||||
Business Acquisition [Line Items] | ||||
Additionally acquired percentage of ownership in joint ventures | 10.00% | |||
Purchase price | $ 3,200 | 14,500 | ||
Percentage of voting interests acquired | 65.00% | |||
Fair value of contingent consideration | $ 750 | 750 | ||
Goodwill | 2,495 | |||
Net sales of acquired entity included in condensed consolidated statements of operations | 6,780 | |||
Earnings from operations of acquired entity included in condensed consolidated statements of operations | 715 | |||
Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 40,470 | 43,167 | ||
Customer Relationships [Member] | BaySaver [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 5,400 | |||
Intangible assets, useful life | 10 years | |||
Developed Technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 4,000 | $ 44,579 | 40,579 | |
Intangible assets, useful life | 10 years | |||
Trademarks and Tradenames [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 15,390 | $ 14,248 | ||
Trademarks and Tradenames [Member] | BaySaver [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 1,400 | |||
Intangible assets, useful life | 10 years |
Acquisition - Schedule of Busin
Acquisition - Schedule of Business Acquisitions by Acquisition, Contingent Consideration (Detail) - BaySaver [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2015 | Jul. 17, 2015 | |
Business Acquisition [Line Items] | ||
Acquisition-date fair value of our prior equity interest | $ 4,220 | |
Acquisition-date fair value of noncontrolling interest | 6,330 | |
Cash paid at acquisition date | 3,200 | |
Fair value of contingent consideration | 750 | $ 750 |
Total purchase price | $ 14,500 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Jul. 17, 2015 | Mar. 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 100,205 | $ 98,679 | |
BaySaver [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 12 | ||
Other current assets | 2,262 | ||
Property, plant and equipment | 164 | ||
Goodwill | 2,495 | ||
Intangible assets | 10,800 | ||
Other assets | 152 | ||
Current liabilities | (1,385) | ||
Total purchase price | $ 14,500 | $ 3,200 |
Acquisitions - Effect of Acquis
Acquisitions - Effect of Acquisitions for Unaudited Pro Forma Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Net sales | $ 1,048,879 | $ 981,736 |
Net income attributable to ADS | $ 29,623 | $ 22,131 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 44,403 | $ 50,198 |
Finished goods | 159,728 | 219,644 |
Total inventories | $ 204,131 | $ 269,842 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) | Dec. 31, 2015 | Mar. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Work-in-process inventories | $ 0 | $ 0 |
Goodwill and Intangible Asset42
Goodwill and Intangible Assets - Carrying Amount of Goodwill by Reportable Segment (Detail) $ in Thousands | 9 Months Ended |
Dec. 31, 2015USD ($) | |
Goodwill [Line Items] | |
Beginning balance | $ 98,679 |
Acquisition | 2,495 |
Currency translation | (969) |
Ending balance | 100,205 |
Domestic [Member] | |
Goodwill [Line Items] | |
Beginning balance | 87,507 |
Acquisition | 2,495 |
Ending balance | 90,002 |
International Segment [Member] | |
Goodwill [Line Items] | |
Beginning balance | 11,172 |
Currency translation | (969) |
Ending balance | $ 10,203 |
Goodwill and Intangible Asset43
Goodwill and Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Jul. 17, 2015 | Mar. 31, 2015 |
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Gross Intangible | $ 108,608 | $ 105,906 | |
Intangible Assets, Gross | 120,538 | 117,865 | |
Accumulated Amortization | (59,046) | (59,810) | |
Net Intangible | 49,562 | 46,096 | |
Intangible assets, net | 61,492 | 58,055 | |
Trademarks [Member] | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Indefinite-Lived Intangible Assets | 11,930 | 11,959 | |
Developed Technology [Member] | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Gross Intangible | 44,579 | $ 4,000 | 40,579 |
Accumulated Amortization | (28,740) | (26,405) | |
Net Intangible | 15,839 | 14,174 | |
Customer Relationships [Member] | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Gross Intangible | 40,470 | 43,167 | |
Accumulated Amortization | (21,614) | (26,113) | |
Net Intangible | 18,856 | 17,054 | |
Patents [Member] | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Gross Intangible | 6,938 | 6,547 | |
Accumulated Amortization | (4,012) | (3,550) | |
Net Intangible | 2,926 | 2,997 | |
Non-compete and Other Contractual Agreements [Member] | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Gross Intangible | 1,231 | 1,365 | |
Accumulated Amortization | (777) | (691) | |
Net Intangible | 454 | 674 | |
Trademarks and Tradenames [Member] | |||
Finite And Indefinite Lived Intangible Assets [Line Items] | |||
Gross Intangible | 15,390 | 14,248 | |
Accumulated Amortization | (3,903) | (3,051) | |
Net Intangible | $ 11,487 | $ 11,197 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Assets and Liabilities Carried at Fair Value (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total liabilities & mezzanine equity at fair value on a recurring basis | $ 2,365 | $ 645,849 | ||
Fair Value, Measurements, Recurring [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total assets at fair value on a recurring basis | $ 47 | $ 28 | ||
Contingent consideration for acquisitions | 2,726 | 2,444 | ||
Total liabilities & mezzanine equity at fair value on a recurring basis | 19,243 | 11,192 | ||
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total assets at fair value on a recurring basis | 47 | 28 | ||
Total liabilities & mezzanine equity at fair value on a recurring basis | 16,517 | 8,748 | ||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration for acquisitions | 2,726 | 2,444 | ||
Total liabilities & mezzanine equity at fair value on a recurring basis | 2,726 | 2,444 | ||
Fair Value, Measurements, Recurring [Member] | Diesel Fuel Contracts [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative liability | 3,639 | 2,841 | ||
Fair Value, Measurements, Recurring [Member] | Diesel Fuel Contracts [Member] | Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative liability | 3,639 | 2,841 | ||
Fair Value, Measurements, Recurring [Member] | Interest Rate Swaps [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative liability | 326 | 765 | ||
Fair Value, Measurements, Recurring [Member] | Interest Rate Swaps [Member] | Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative liability | 326 | 765 | ||
Fair Value, Measurements, Recurring [Member] | Foreign Exchange Forward Contracts [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative assets - currency forward contracts | 47 | 28 | ||
Fair Value, Measurements, Recurring [Member] | Foreign Exchange Forward Contracts [Member] | Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative assets - currency forward contracts | 47 | 28 | ||
Fair Value, Measurements, Recurring [Member] | Propylene Swaps [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative liability | 12,552 | 5,142 | ||
Fair Value, Measurements, Recurring [Member] | Propylene Swaps [Member] | Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative liability | $ 12,552 | $ 5,142 |
Fair Value Measurement - Summ45
Fair Value Measurement - Summary of Changes in Fair Value of Recurring Fair Value Measurements Using Unobservable Inputs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Allocation of ESOP shares to participants | $ 4,060 | $ (1,999) | ||
Deferred Compensation - Unearned ESOP Shares [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Allocation of ESOP shares to participants | 5,315 | 10,063 | ||
Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Balance beginning | 645,849 | |||
Allocation of ESOP shares to participants | 4,391 | |||
Change in fair value | 76,970 | |||
Payments of contingent consideration liability | (528) | |||
Transfer from Level 3 | (724,317) | |||
Balance ending | $ 2,365 | 2,365 | ||
Level 3 [Member] | Contingent Consideration [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Balance beginning | $ 2,869 | 2,526 | 2,444 | 2,898 |
Acquisition | 750 | |||
Change in fair value | 14 | (7) | 114 | (5) |
Payments of contingent consideration liability | (157) | (154) | (582) | (528) |
Balance ending | $ 2,726 | $ 2,365 | $ 2,726 | 2,365 |
Level 3 [Member] | Redeemable Common Stock [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Balance beginning | 549,119 | |||
Change in fair value | 65,921 | |||
Transfer from Level 3 | (615,040) | |||
Level 3 [Member] | Redeemable Convertible Preferred Stock [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Balance beginning | 291,720 | |||
Change in fair value | 34,903 | |||
Transfer from Level 3 | (326,623) | |||
Level 3 [Member] | Deferred Compensation - Unearned ESOP Shares [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Balance beginning | (197,888) | |||
Allocation of ESOP shares to participants | 4,391 | |||
Change in fair value | (23,849) | |||
Transfer from Level 3 | $ 217,346 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | |
Fair Value Disclosures [Abstract] | |||
Fair value of assets and liabilities, additional transfers | $ 0 | $ 0 | |
Weighted average costs of capital percentage | 11.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | |
Pipe Sales Joint Venture Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding receivables from related party | $ 361,000 | $ 361,000 | $ 1,005,000 | ||||
Proceeds from sales | 0 | $ 1,125,000 | 0 | $ 3,464,000 | |||
South American Joint Venture [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding receivables from related party | 254,000 | 254,000 | |||||
Maximum borrowings permitted under credit facility | 19,000,000 | $ 19,000,000 | |||||
Credit facility, maturity date | Feb. 5, 2017 | ||||||
Outstanding letters of credit | 13,700,000 | $ 13,700,000 | $ 13,600,000 | ||||
Percentage of debt guarantee | 50.00% | ||||||
Maximum potential payment under guarantee | 6,844,000 | $ 6,844,000 | |||||
Sales with related parties | $ 236,000 | 185,000 | $ 1,117,000 | 648,000 | |||
South American Joint Venture [Member] | US Dollar Denominated Loans [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Weighted average interest rate | 3.39% | 3.39% | |||||
South American Joint Venture [Member] | Chilean Peso Denominated Loans [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Weighted average interest rate | 7.30% | 7.30% | |||||
ADS Mexicana [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest rate description for the loaned amount | ADS Mexicana borrowed $3,000 under a revolving credit facility arrangement with Scotia Bank and loaned that amount to ADS, and such loan was repaid in May 2015. In June 2015, ADS Mexicana borrowed $3,854 under the Scotia Bank credit facility and loaned it to an entity owned by a Grupo Altima owner, and such loan was repaid in July 2015. ADS does not guarantee the borrowings from this facility and therefore, does not anticipate any required contributions related to the balance of this credit facility. | ||||||
ADS Mexicana [Member] | Credit Facility Arrangement with Scotia Bank [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amount borrowed under revolving credit facility | $ 3,854,000 | $ 3,000,000 | |||||
Consolidated Entity Excluding Variable Interest Entities (VIE) [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Company's ownership percentage | 51.00% | 51.00% | |||||
Cash payments for consulting services related to the operations of the business and a noncompete arrangement | $ 104,000 | $ 102,000 | $ 203,000 | $ 271,000 | |||
Guarantee percentage on credit facility | 100.00% | ||||||
Maximum potential guarantee payments | $ 12,000,000 | $ 12,000,000 | |||||
Guarantee description | We are the guarantor of 100% of ADS Mexicana's credit facility | ||||||
BaySaver [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Company's ownership percentage | 65.00% | 65.00% |
Debt - Long-Term Debt (Detail)
Debt - Long-Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Debt Instrument [Line Items] | ||
Senior Notes payable | $ 100,000 | |
Total | 337,425 | $ 399,895 |
Total | 337,425 | 399,895 |
Current maturities | (35,860) | (9,580) |
Long-term debt obligations | 301,565 | 390,315 |
Term Note [Member] | ||
Debt Instrument [Line Items] | ||
Term Note | 85,000 | 91,250 |
Senior Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Senior Notes payable | 100,000 | 100,000 |
Industrial Revenue Bonds [Member] | ||
Debt Instrument [Line Items] | ||
Industrial revenue bonds | 2,925 | 3,545 |
Revolving Credit Facility [Member] | ADS [Member] | ||
Debt Instrument [Line Items] | ||
Revolving Credit Facility - ADS | $ 149,500 | $ 205,100 |
Debt - Additional Information (
Debt - Additional Information (Detail) - Revolving Credit Facility [Member] - USD ($) | 9 Months Ended | |
Dec. 31, 2015 | Dec. 11, 2014 | |
Credit Facility Arrangement with Scotia Bank [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 5,000,000 | |
Revolving credit facility, maturity date | Dec. 11, 2017 | |
ADS Mexicana [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 12,000,000 | |
ADS Mexicana [Member] | Credit Facility Arrangement with Scotia Bank [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding principal amount | $ 0 |
Derivative Transactions - Addit
Derivative Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Unrealized Gain (Loss) on Derivatives and Commodity Contracts [Abstract] | ||||
(Losses) and gains on mark-to-market adjustments for changes in fair value on derivative | $ 1,784 | $ (6,054) | $ (7,750) | $ (6,217) |
Derivative Transactions - Summa
Derivative Transactions - Summary of Fair Value of the Derivatives Included in the Condensed Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Interest Rate Swaps [Member] | Other Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
(Liability) | $ (326) | $ (150) |
Interest Rate Swaps [Member] | Other Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
(Liability) | (615) | |
Foreign Exchange Forward Contracts [Member] | Receivables [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Asset | 47 | 28 |
Diesel Fuel Option Collars and Swaps [Member] | Other Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
(Liability) | (3,364) | (1,883) |
Diesel Fuel Option Collars and Swaps [Member] | Other Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
(Liability) | (275) | (958) |
Propylene Swaps [Member] | Other Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
(Liability) | (11,704) | (4,412) |
Propylene Swaps [Member] | Other Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
(Liability) | $ (848) | $ (730) |
Commitments and Contingencies (
Commitments and Contingencies (Purchase Commitments) - Additional Information (Detail) | Dec. 31, 2015USD ($) |
Inventory [Member] | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
Total purchase commitment | $ 24,240,000 |
Accumulated Other Comprehensi53
Accumulated Other Comprehensive Loss - Summary of Changes in Balance of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | ||
Beginning Balance | $ (15,521) | $ (6,830) |
Other comprehensive loss | (10,601) | (4,730) |
Ending Balance | $ (26,122) | $ (11,560) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 36.20% | 41.80% |
Federal statutory rate | 35.00% |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Summary of Net (Loss) Income Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net income (loss) per share - Basic | ||||
Net income (loss) attributable to ADS | $ 7,976 | $ (3,325) | $ 29,585 | $ 22,085 |
Accretion of Redeemable noncontrolling interest | (329) | (586) | ||
Change in fair value of redeemable convertible preferred stock | (11,054) | |||
Dividends to redeemable convertible preferred stock | (349) | (298) | (1,082) | (377) |
Dividends paid to unvested restricted stockholders | (6) | (9) | (18) | (9) |
Net income (loss) available to common stockholders and participating securities | 7,292 | (3,632) | 27,899 | 10,645 |
Undistributed income allocated to participating securities | (479) | (2,159) | (995) | |
Net income (loss) available to common stockholders - Basic | $ 6,813 | $ (3,632) | $ 25,740 | $ 9,650 |
Weighted average number of common shares outstanding - Basic | 54,133 | 52,986 | 53,880 | 50,691 |
Net income (loss) per common share - Basic | $ 0.13 | $ (0.07) | $ 0.48 | $ 0.19 |
Net income (loss) per share - Diluted | ||||
Net income (loss) available to common stockholders - Basic | $ 6,813 | $ (3,632) | $ 25,740 | $ 9,650 |
Amount allocated to participating preferred stockholders | 2,116 | |||
Preferred stock dividends, net of tax | 703 | |||
Tax benefit on an as if converted common dividend | 107 | |||
Additional compensation for leverage ESOP | (506) | |||
Net income (loss) available to common stockholders - Diluted | $ 6,813 | $ (3,632) | $ 28,160 | $ 9,650 |
Weighted average number of common shares outstanding - Basic | 54,133 | 52,986 | 53,880 | 50,691 |
Assumed conversion of preferred stock | $ 6,417 | |||
Assumed exercise of stock options | 394 | 397 | 515 | |
Weighted average number of common shares outstanding - Diluted | 54,527 | 52,986 | 60,694 | 51,206 |
Net income (loss) per common share - Diluted | $ 0.12 | $ (0.07) | $ 0.46 | $ 0.19 |
Potentially dilutive securities excluded as anti-dilutive | 6,218 | 6,560 | 3,808 |
Business Segment Information -
Business Segment Information - Additional Information (Detail) | 9 Months Ended |
Dec. 31, 2015Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Number of operating segments | 2 |
Business Segment Information 57
Business Segment Information - Schedule of Revenue from Reportable Segments by Product Type (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 312,827 | $ 279,871 | $ 1,045,280 | $ 973,019 |
Domestic [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 266,750 | 239,215 | 892,215 | 848,616 |
Domestic [Member] | Pipe [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 196,162 | 179,979 | 654,987 | 637,728 |
Domestic [Member] | Allied Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 70,588 | 59,236 | 237,228 | 210,888 |
International Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 46,077 | 40,656 | 153,065 | 124,403 |
International Segment [Member] | Pipe [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 34,451 | 34,171 | 121,368 | 102,320 |
International Segment [Member] | Allied Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 11,626 | $ 6,485 | $ 31,697 | $ 22,083 |
Business Segment Information 58
Business Segment Information - Schedule of Additional Financial Information Attributable to Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 312,827 | $ 279,871 | $ 1,045,280 | $ 973,019 | |
Gross profit | 73,323 | 49,178 | 229,644 | 179,799 | |
Segment Adjusted EBITDA | 48,197 | 33,798 | 160,951 | 134,127 | |
Interest expense | 4,723 | 4,631 | 13,956 | 14,726 | |
Depreciation and amortization | 17,302 | 16,118 | 53,307 | 48,519 | |
Equity in net income (loss) of unconsolidated affiliates | (917) | (988) | (935) | (1,712) | |
Capital expenditures | 9,773 | 5,685 | 29,970 | 21,281 | |
Investments in unconsolidated affiliates | 16,715 | 16,715 | $ 25,038 | ||
Total identifiable assets | 1,000,847 | 1,000,847 | 1,041,699 | ||
Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total identifiable assets | (50,132) | (50,132) | (69,193) | ||
Domestic [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 266,750 | 239,215 | 892,215 | 848,616 | |
Gross profit | 64,948 | 41,764 | 198,082 | 161,405 | |
Segment Adjusted EBITDA | 43,996 | 30,298 | 141,946 | 125,195 | |
Interest expense | 4,606 | 4,613 | 13,544 | 14,675 | |
Depreciation and amortization | 15,221 | 14,742 | 46,880 | 44,338 | |
Equity in net income (loss) of unconsolidated affiliates | (99) | (92) | 224 | 312 | |
Capital expenditures | 7,446 | 4,673 | 23,921 | 19,461 | |
Investments in unconsolidated affiliates | 2,976 | 2,976 | 7,957 | ||
Domestic [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total identifiable assets | 906,408 | 906,408 | 942,267 | ||
International Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 46,077 | 40,656 | 153,065 | 124,403 | |
Gross profit | 8,375 | 7,414 | 31,562 | 18,394 | |
Segment Adjusted EBITDA | 4,201 | 3,500 | 19,005 | 8,932 | |
Interest expense | 117 | 18 | 412 | 51 | |
Depreciation and amortization | 2,081 | 1,376 | 6,427 | 4,181 | |
Equity in net income (loss) of unconsolidated affiliates | (818) | (896) | (1,159) | (2,024) | |
Capital expenditures | 2,327 | $ 1,012 | 6,049 | $ 1,820 | |
Investments in unconsolidated affiliates | 13,739 | 13,739 | 17,081 | ||
International Segment [Member] | Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total identifiable assets | $ 144,571 | $ 144,571 | $ 168,624 |
Business Segment Information 59
Business Segment Information - Schedule of Reconciliation of Segment Adjusted EBITDA to Net (Loss) Income (Detail) - USD ($) $ in Thousands | Jul. 17, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net income | $ 7,976 | $ (3,325) | $ 29,585 | $ 22,085 | |
Interest expense | 4,723 | 4,631 | 13,956 | 14,726 | |
Income tax expense | 8,100 | 3,407 | 19,839 | 20,226 | |
Derivative fair value adjustment | (1,784) | 6,054 | 7,750 | 6,217 | |
(Gain) loss on disposal of assets or businesses | (603) | 193 | 558 | 538 | |
Loss related to BaySaver step acquisition | $ 490 | ||||
Segment Adjusted EBITDA | 48,197 | 33,798 | 160,951 | 134,127 | |
Domestic [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net income | 9,548 | (3,911) | 26,312 | 21,535 | |
Depreciation and amortization | 15,221 | 14,742 | 46,880 | 44,338 | |
Interest expense | 4,606 | 4,613 | 13,544 | 14,675 | |
Income tax expense | 5,206 | 3,160 | 17,408 | 21,471 | |
Segment EBITDA | 34,581 | 18,604 | 104,144 | 102,019 | |
Derivative fair value adjustment | (1,733) | 6,310 | 7,768 | 6,473 | |
(Gain) loss on disposal of assets or businesses | (546) | 175 | 795 | 486 | |
Unconsolidated affiliates interest, tax depreciation and amortization | 223 | 648 | 769 | 1,188 | |
Contingent consideration remeasurement | 14 | (7) | 114 | (5) | |
Stock-based compensation | 714 | 1,542 | 2,163 | 5,919 | |
ESOP deferred stock-based compensation | 3,125 | 2,690 | 9,375 | 8,064 | |
Loss related to BaySaver step acquisition | 490 | ||||
Restatement costs | 7,618 | 16,328 | |||
Transaction costs | 336 | 1,051 | |||
Segment Adjusted EBITDA | 43,996 | 30,298 | 141,946 | 125,195 | |
International Segment [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net income | (1,761) | 1,958 | 7,754 | 4,950 | |
Depreciation and amortization | 2,081 | 1,376 | 6,427 | 4,181 | |
Interest expense | 117 | 18 | 412 | 51 | |
Income tax expense | 2,894 | 247 | 2,431 | (1,245) | |
Segment EBITDA | 3,331 | 3,599 | 17,024 | 7,937 | |
Derivative fair value adjustment | (51) | (256) | (18) | (256) | |
Foreign currency transaction losses (gains) | 569 | (561) | 735 | (636) | |
(Gain) loss on disposal of assets or businesses | (57) | 18 | (237) | 52 | |
Unconsolidated affiliates interest, tax depreciation and amortization | 409 | 700 | 1,501 | 1,835 | |
Segment Adjusted EBITDA | $ 4,201 | $ 3,500 | $ 19,005 | $ 8,932 |
Supplemental Cash Flow Inform60
Supplemental Cash Flow Information - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Supplemental Cash Flow Elements [Abstract] | ||
Lease obligation incurred | $ 28,109 | $ 22,531 |
Subsequent events - Additional
Subsequent events - Additional Information (Detail) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||
Senior notes, outstanding | $ 100,000,000 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Cash dividends declared per share | $ 0.0195 | |
Revolving Credit Facility [Member] | ADS Inc [Member] | ||
Subsequent Event [Line Items] | ||
Credit facility, borrowing capacity | 325,000,000 | |
Revolving Credit Facility [Member] | ADS Mexicana [Member] | ||
Subsequent Event [Line Items] | ||
Credit facility, borrowing capacity | 12,000,000 | |
Bank Term Loans [Member] | ||
Subsequent Event [Line Items] | ||
Credit facility, borrowing capacity | $ 100,000,000 |