Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2016 | Jan. 31, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2016 | |
Document Fiscal Year Focus | 2,017 | |
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 | 55,113,227 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Mar. 31, 2016 |
Current assets: | ||
Cash | $ 12,097 | $ 6,555 |
Receivables (less allowance for doubtful accounts of $9,663 and $7,956, respectively) | 154,576 | 186,883 |
Inventories | 222,631 | 230,466 |
Deferred income taxes and other current assets | 5,482 | 15,658 |
Total current assets | 394,786 | 439,562 |
Property, plant and equipment, net | 393,480 | 391,744 |
Other assets: | ||
Goodwill | 100,441 | 100,885 |
Intangible assets, net | 53,457 | 59,869 |
Other assets | 45,002 | 45,256 |
Total assets | 987,166 | 1,037,316 |
Current liabilities: | ||
Current maturities of debt obligations | 36,717 | 35,870 |
Current maturities of capital lease obligations | 20,367 | 19,231 |
Accounts payable | 71,362 | 119,606 |
Current portion of liability-classified stock-based awards | 11,104 | 10,118 |
Other accrued liabilities | 56,720 | 65,099 |
Accrued income taxes | 20,406 | 2,260 |
Total current liabilities | 216,676 | 252,184 |
Long-term debt obligation (less unamortized debt issuance costs of $2,076 and $3,131, respectively) | 269,388 | 312,214 |
Long-term capital lease obligations | 55,601 | 56,809 |
Deferred tax liabilities | 52,159 | 63,952 |
Other liabilities | 31,070 | 37,921 |
Total liabilities | 624,894 | 723,080 |
Commitments and contingencies (see Note 7) | ||
Mezzanine equity: | ||
Redeemable convertible preferred stock: $0.01 par value; 47,070 shares authorized; 44,170 shares issued; 24,308 and 24,819 shares outstanding, respectively | 303,849 | 310,240 |
Deferred compensation - unearned ESOP shares | (200,180) | (205,664) |
Redeemable noncontrolling interest in subsidiaries | 8,968 | 7,171 |
Total mezzanine equity | 112,637 | 111,747 |
Stockholders' equity: | ||
Common stock; $0.01 par value: 1,000,000 shares authorized; 153,560 shares issued; 55,114 and 54,437 shares outstanding, respectively | 12,393 | 12,393 |
Paid-in capital | 749,684 | 739,097 |
Common stock in treasury, at cost | (437,990) | (440,995) |
Accumulated other comprehensive loss | (27,039) | (21,261) |
Retained deficit | (61,729) | (101,778) |
Total ADS stockholders' equity | 235,319 | 187,456 |
Noncontrolling interest in subsidiaries | 14,316 | 15,033 |
Total stockholders' equity | 249,635 | 202,489 |
Total liabilities, mezzanine equity and stockholders' equity | $ 987,166 | $ 1,037,316 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Mar. 31, 2016 |
Allowance for doubtful accounts | $ 9,663 | $ 7,956 |
Unamortized debt issuance costs | $ 2,076 | $ 3,131 |
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 | 55,114,000 | 54,437,000 |
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 | 24,308,000 | 24,819,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||||
Net sales | $ 294,716 | $ 312,827 | $ 1,013,077 | $ 1,045,280 |
Cost of goods sold | 225,275 | 237,985 | 756,518 | 809,432 |
Gross profit | 69,441 | 74,842 | 256,559 | 235,848 |
Operating expenses: | ||||
Selling | 21,292 | 21,580 | 68,732 | 65,401 |
General and administrative | 22,719 | 20,450 | 78,429 | 64,808 |
Loss (gain) on disposal of assets and costs from exit and disposal activities | 2,138 | (603) | 3,077 | 558 |
Intangible amortization | 2,116 | 2,182 | 6,431 | 7,049 |
Income from operations | 21,176 | 31,233 | 99,890 | 98,032 |
Other expense: | ||||
Interest expense | 4,221 | 4,723 | 13,551 | 13,956 |
Derivative (gains) losses and other (income) expense, net | (772) | 2,561 | (5,543) | 18,333 |
Income before income taxes | 17,727 | 23,949 | 91,882 | 65,743 |
Income tax expense | 5,986 | 10,090 | 35,528 | 23,156 |
Equity in net loss of unconsolidated affiliates | 1,483 | 917 | 2,394 | 935 |
Net income | 10,258 | 12,942 | 53,960 | 41,652 |
Less: net income (loss) attributable to noncontrolling interest | 1,205 | (189) | 2,900 | 4,481 |
Net income attributable to ADS | 9,053 | 13,131 | 51,060 | 37,171 |
Accretion of Redeemable noncontrolling interest | (399) | (329) | (1,141) | (586) |
Dividends to Redeemable convertible preferred stockholders | (407) | (349) | (1,247) | (1,082) |
Dividends paid to unvested restricted stockholders | (32) | (6) | (86) | (18) |
Net income available to common stockholders and participating securities | 8,215 | 12,447 | 48,586 | 35,485 |
Undistributed income allocated to participating securities | (503) | (1,016) | (4,066) | (2,965) |
Net income available to common stockholders | $ 7,712 | $ 11,431 | $ 44,520 | $ 32,520 |
Weighted average common shares outstanding: | ||||
Basic | 54,557 | 54,133 | 54,354 | 53,880 |
Diluted | 55,167 | 55,402 | 55,156 | 55,191 |
Net income per share: | ||||
Basic | $ 0.14 | $ 0.21 | $ 0.82 | $ 0.60 |
Diluted | 0.14 | 0.21 | 0.81 | 0.59 |
Cash dividends declared per share | $ 0.06 | $ 0.05 | $ 0.18 | $ 0.15 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 10,258 | $ 12,942 | $ 53,960 | $ 41,652 |
Currency translation | (3,571) | (2,788) | (8,739) | (13,258) |
Comprehensive income | 6,687 | 10,154 | 45,221 | 28,394 |
Less: other comprehensive loss attributable to noncontrolling interest, net of tax | (894) | (349) | (2,961) | (2,657) |
Less: net income (loss) attributable to noncontrolling interest | 1,205 | (189) | 2,900 | 4,481 |
Total comprehensive income attributable to ADS | $ 6,376 | $ 10,692 | $ 45,282 | $ 26,570 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Cash Flows [Abstract] | ||
Cash Flows from Operating Activities | $ 116,631 | $ 129,441 |
Cash Flows from Investing Activities | ||
Capital expenditures | (36,504) | (31,474) |
Purchases of property, plant and equipment through financing | (4,116) | |
Cash paid for acquisitions, net of cash acquired | (3,188) | |
Proceeds of note receivable to related party | 3,854 | |
Issuance of note receivable to related party | (3,854) | |
Other investing activities | (801) | (741) |
Net cash used in investing activities | (41,421) | (35,403) |
Cash Flows from Financing Activities | ||
Proceeds from Revolving Credit Facility | 315,400 | 322,700 |
Payments on Revolving Credit Facility | (329,400) | (378,300) |
Payments on Term Loan | (7,500) | (6,250) |
Payments on Senior Notes | (25,000) | |
Equipment financing | 4,116 | |
Proceeds from notes, mortgages and other debt | 6,563 | |
Payments of notes, mortgages and other debt | (650) | (7,183) |
Payments on capital lease obligations | (16,373) | (14,906) |
Cash dividends paid | (11,011) | (12,671) |
Proceeds from exercise of stock options | 2,687 | 848 |
Other financing activities | (1,339) | (617) |
Net cash used in financing activities | (69,070) | (89,816) |
Effect of exchange rate changes on cash | (598) | (1,433) |
Net change in cash | 5,542 | 2,789 |
Cash at beginning of period | 6,555 | 3,623 |
Cash at end of period | 12,097 | 6,412 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for income taxes | 4,155 | 25,322 |
Cash paid for interest | 13,277 | 13,937 |
Non-cash operating, investing and financing activities: | ||
Acquisition of property, plant and equipment under capital lease and incurred lease obligations | $ 16,716 | $ 28,109 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Paid-In Capital [Member] | Common Stock in Treasury [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings (Deficit) [Member] | Total ADS Stockholders' Equity [Member] | Non-controlling Interest in Subsidiaries [Member] |
Beginning Balance, Value at Mar. 31, 2015 | $ 177,125 | $ 12,393 | $ 723,495 | $ (445,065) | $ (15,521) | $ (114,590) | $ 160,712 | $ 16,413 |
Net income | 41,402 | 37,171 | 37,171 | 4,231 | ||||
Other comprehensive loss | (13,258) | (10,601) | (10,601) | (2,657) | ||||
Redeemable convertible preferred stock dividends | (967) | (967) | (967) | |||||
Common stock dividends | (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 | 2,449 | 2,045 | 404 | 2,449 | ||||
Restricted stock awards | 725 | 416 | 309 | 725 | ||||
ESOP distribution in common stock | 9,250 | 6,720 | 2,530 | 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 | 208,722 | $ 12,393 | 736,376 | $ (441,822) | (26,122) | (86,484) | 194,341 | 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 distribution in common stock, Shares | (569) | |||||||
Ending Balance, Shares at Dec. 31, 2015 | 153,560 | 99,323 | ||||||
Beginning Balance, Value at Mar. 31, 2016 | 202,489 | $ 12,393 | 739,097 | $ (440,995) | (21,261) | (101,778) | 187,456 | 15,033 |
Net income | 53,304 | 51,060 | 51,060 | 2,244 | ||||
Other comprehensive loss | (8,739) | (5,778) | (5,778) | (2,961) | ||||
Redeemable convertible preferred stock dividends | (1,131) | (1,131) | (1,131) | |||||
Common stock dividends | (9,880) | (9,880) | (9,880) | |||||
Allocation of ESOP shares to participants for compensation | 1,944 | 1,944 | 1,944 | |||||
Exercise of common stock options | 5,602 | 4,554 | 1,048 | 5,602 | ||||
Restricted stock awards | 368 | 161 | 207 | 368 | ||||
ESOP distribution in common stock | 6,391 | 4,641 | 1,750 | 6,391 | ||||
Accretion of Redeemable noncontrolling interest | (713) | (713) | (713) | |||||
Ending Balance, Value at Dec. 31, 2016 | $ 249,635 | $ 12,393 | $ 749,684 | $ (437,990) | $ (27,039) | $ (61,729) | $ 235,319 | $ 14,316 |
Beginning Balance, Shares at Mar. 31, 2016 | 153,560 | 99,123 | ||||||
Exercise of common stock options, Shares | (236) | |||||||
Restricted stock awards, Shares | (47) | |||||||
ESOP distribution in common stock, Shares | (394) | |||||||
Ending Balance, Shares at Dec. 31, 2016 | 153,560 | 98,446 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | ||||
Common stock dividends per share | $ 0.06 | $ 0.05 | $ 0.18 | $ 0.15 |
Condensed Consolidated Stateme9
Condensed Consolidated Statements of Mezzanine Equity - USD ($) shares in Thousands, $ in Thousands | Total | Redeemable Non-controlling Interest [Member] | Redeemable Convertible Preferred Stock [Member] | Deferred Compensation - Unearned ESOP Shares [Member] | Total Mezzanine Equity [Member] |
Beginning Balance, Value at Mar. 31, 2015 | $ 320,490 | $ (212,469) | $ 108,021 | ||
Net income | $ 250 | 250 | |||
Allocation of ESOP shares to participants for compensation | $ 4,060 | 5,315 | 5,315 | ||
ESOP distribution 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 | 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 distribution in common stock, Shares | (740) | ||||
Ending Balance, Shares at Dec. 31, 2015 | 24,899 | 16,565 | |||
Beginning Balance, Value at Mar. 31, 2016 | 111,747 | 7,171 | $ 310,240 | $ (205,664) | 111,747 |
Net income | 656 | 656 | |||
Allocation of ESOP shares to participants for compensation | 1,944 | 5,484 | 5,484 | ||
ESOP distribution in common stock | (6,391) | (6,391) | |||
Accretion of Redeemable noncontrolling interest | 1,141 | 1,141 | |||
Ending Balance, Value at Dec. 31, 2016 | $ 112,637 | $ 8,968 | $ 303,849 | $ (200,180) | $ 112,637 |
Beginning Balance, Shares at Mar. 31, 2016 | 24,819 | 16,448 | |||
Allocation of ESOP shares to participants for Compensation, Shares | (439) | ||||
ESOP distribution in common stock, Shares | (511) | ||||
Ending Balance, Shares at Dec. 31, 2016 | 24,308 | 16,009 |
Background and Summary of Signi
Background and Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Background and Summary of Significant Accounting Policies | 1. BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business - 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. Basis of Presentation - 10-K/A 10-K/A”). 10-K/A. Principles of Consolidation - Recent Accounting Guidance Recently Adopted Accounting Guidance Debt Issuance Costs- Deferred Tax Assets and Liabilities- non-current, non-current non-current. Consolidation - Recent Accounting Guidance Not Yet Adopted Definition of a Business-. With the exception of the pronouncements described above, there have been no new accounting pronouncements issued or adopted since the filing of the Fiscal 2016 Form 10-K/A |
Inventories
Inventories | 9 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | 2. INVENTORIES Inventories as of the periods presented consisted of the following: December 31, 2016 March 31, 2016 (In thousands) Raw materials $ 49,032 $ 46,604 Finished goods 173,599 183,862 Total inventories $ 222,631 $ 230,466 There were no work-in-process |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 3. 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, the Company maximizes the use of quoted market prices and minimizes the use of unobservable inputs. When active market quotes are not available for financial assets and liabilities, the Company uses 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 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 - December 31, 2016 Total Level 1 Level 2 Level 3 (In thousands) Assets: Derivative assets – diesel fuel contracts $ 412 $ — $ 412 $ — Total assets at fair value on a recurring basis $ 412 $ — $ 412 $ — Liabilities: Contingent consideration for acquisitions $ 1,813 — — $ 1,813 Total liabilities at fair value on a recurring basis $ 1,813 $ — $ — $ 1,813 March 31, 2016 Total Level 1 Level 2 Level 3 (In thousands) Assets: Derivative assets – diesel fuel contracts $ 11 $ — $ 11 $ — Total assets at fair value on a recurring basis $ 11 $ — $ 11 $ — Liabilities: Derivative liability - interest rate swaps $ 252 $ — $ 252 $ — Derivative liability - diesel fuel contracts 2,615 — 2,615 — Derivative liability - propylene swaps 8,027 — 8,027 — Contingent consideration for acquisitions 2,858 — — 2,858 Total liabilities at fair value on a recurring basis $ 13,752 $ — $ 10,894 $ 2,858 For the nine months ended December 31, 2016 and 2015, respectively, there were no transfers in or out of Levels 1, 2 or 3. Valuation of Contingent Consideration for Acquisitions- Three Months ended December 31, Nine Months ended December 31, 2016 2015 2016 2015 Balance at the beginning of the period $ 1,997 $ 2,869 $ 2,858 $ 2,444 Acquisition — — — 750 Change in fair value (15 ) 14 42 114 Payments of contingent consideration liability (169 ) (157 ) (1,087 ) (582 ) Balance at the end of the period $ 1,813 $ 2,726 $ 1,813 $ 2,726 Nonrecurring Fair Value Measurements In the third quarter of fiscal 2017, the Company shortened the remaining useful life of certain assets related to two manufacturing facilities resulting in accelerated depreciation expense of less than $2 million. The accelerated depreciation was included in Loss (gain) on disposal of assets and costs from exit and disposal activities. One facility closed in the third quarter of fiscal 2017, and ADS reduced production at the other facility in the fourth quarter of fiscal 2017. A third facility, which is part of the Company’s South American Joint Venture, is also planning on reduced production. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. RELATED PARTY TRANSACTIONS ADS Mexicana - Occasionally, ADS and ADS Mexicana jointly enter into agreements for pipe sales with related parties. There were no such sales in either the three and nine months ended December 31, 2016 or 2015. However, outstanding receivables related to such sales from prior periods were $0.3 million as of both December 31, 2016 and March 31, 2016. In April 2015, ADS Mexicana borrowed $3.0 million under a revolving credit facility arrangement with Scotia Bank and loaned that amount to ADS. The loan was repaid in May 2015. In June 2015, ADS Mexicana borrowed $3.9 million under the Scotia Bank credit facility and loaned it to an entity owned by a Grupo Altima shareholder, and such loan was repaid in July 2015. The applicable interest rates for the loans were 2.15% and 4.81%, respectively. 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. The Company is the guarantor of 100% of a second credit facility for ADS Mexicana, and the Company’s maximum potential payment under this guarantee is $12.0 million. There were no borrowings outstanding under this facility as of December 31, 2016 or March 31, 2016. South American Joint Venture - ADS and the South American Joint Venture have 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. In addition, the South American Joint Venture has entered into agreements for pipe sales with ADS and its other related parties, which totaled $0.2 million and $0.7 million for the three and nine months ended December 31, 2016, respectively, and $0.2 million and $1.1 million for the three and nine months ended December 31, 2015, respectively. In December 2016, a fire destroyed approximately $1.1 million of finished goods inventory at one of the facilities of the Company’s South American Joint Venture. The Company’s portion of the inventory loss was recorded in Equity in net loss of unconsolidated affiliates. While the Company expects that the loss is recoverable through insurance proceeds, the amount of the recovery is not currently determinable. Once the amount of recovery is determinable, the Company’s portion will be recorded in Equity in net loss of unconsolidated affiliates. 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, which were immaterial for the periods presented. |
Debt
Debt | 9 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 5. DEBT The adoption during the quarter ended June 30, 2016 of the accounting standard updates relating to debt issuance costs required retrospective presentation, which led the Company to reduce its Other assets and its Long-term debt obligation on its Condensed Consolidated Balance Sheet as of March 31, 2016 by $3.1 million. The updates had no effect on the Company’s Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive Income, Condensed Consolidated Statements of Cash Flows and Condensed Consolidated Statements of Stockholders’ Equity and Mezzanine Equity. Long-term debt as of the periods presented consisted of the following: December 31, 2016 March 31, 2016 (In thousands) Bank Term Loans Revolving Credit Facility — ADS $ 152,000 $ 166,000 Revolving Credit Facility — ADS Mexicana — — Term Note 75,000 82,500 Senior Notes payable 75,000 100,000 Industrial revenue bonds 2,065 2,715 ADS Mexicana Scotia bank revolving credit facility — — Equipment financing 4,116 — Total 308,181 351,215 Unamortized debt issuance costs (2,076 ) (3,131 ) Current maturities (36,717 ) (35,870 ) Long-term debt obligation $ 269,388 $ 312,214 Master Loan and Security Agreement- Events Related to the Bank Term Loans and Senior Notes In December 2016, the Company obtained additional consents from the lenders of the Bank Term Loans and Senior Notes. These consents had the effect of extending the time for delivery of our first quarter fiscal 2017 quarterly financial information to January 31, 2017. Event Related to the ADS Mexicana Revolving Credit Facility- According to the terms of the ADS Mexicana Revolving Credit Facility, ADS Mexicana was not permitted to make such loans, triggering an Event of Default, and ADS Mexicana had an obligation to report such Event of Default. These events together were characterized as a Specified Default. On December 13, 2016, ADS Mexicana obtained a covenant waiver on the ADS Mexicana Revolving Credit Facility for the Specified Default from the lenders. |
Derivative Transactions
Derivative Transactions | 9 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Derivative Transactions | 6. DERIVATIVE TRANSACTIONS Derivatives- mark-to-market The Company recorded losses and (gains) on mark-to-market Three Months Ended December 31, Nine Months Ended December 31, 2016 2015 2016 2015 (in thousands) Propylene swaps $ (1,380 ) $ (2,148 ) $ (8,027 ) $ 7,411 Diesel fuel option collars (857 ) 708 (3,018 ) 798 Interest rate swaps 0 (344 ) (252 ) (459 ) Total unrealized mark-to-market $ (2,237 ) $ (1,784 ) $ (11,297 ) $ 7,750 Propylene swaps 1,988 3,042 6,671 8,443 Diesel fuel option collars 543 1,043 1,928 2,145 Foreign exchange forward contracts — 105 — 67 Total realized losses $ 2,531 $ 4,190 $ 8,599 $ 10,655 ADS settled its propylene swaps in December 2016. A summary of the fair value of derivatives is included in Note 3. Fair Value Measurements. Other Non-Operating non-operating |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. COMMITMENTS AND CONTINGENCIES Purchase Commitments- Litigation and Other Proceedings- No. 1:15-cv-05955-KPF), 10b-5 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. The Company is involved from time to time in various legal proceedings that arise in the ordinary course of its 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. The Company believes that such litigation, claims and administrative proceedings will not have a material adverse impact on its financial position or its results of operations. The Company records 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 the Company’s consolidated operations, cash flows, or financial position, and the Company has adequate accrued liabilities to cover its estimated probable loss exposure. |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. 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. For the nine months ended December 31, 2016 and 2015, the Company utilized an effective tax rate of 38.7% and 35.2%, respectively, to calculate its provision for income taxes. These rates differ from the federal statutory rate of 35% due to state and local taxes and non-deductible expenses, |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 9. STOCK-BASED COMPENSATION ADS has several programs for stock-based payments to employees and directors, including stock options and restricted stock. Equity-classified restricted stock awards are measured based on the grant-date estimated fair value of each award. Liability-classified stock option are re-measured pro-rata Three Months Ended December 31, Nine Months Ended December 31, 2016 2015 2016 2015 (in thousands) Component of income before income taxes: Cost of goods sold $ (40 ) $ (200 ) $ (40 ) $ (200 ) Selling expenses (70 ) (300 ) 130 (300 ) General and administrative expenses (3,303 ) (4,706 ) 2,609 (2,494 ) Total stock-based compensation expense $ (3,413 ) $ (5,206 ) $ 2,699 $ (2,994 ) When stock options are exercised, the liability is reclassified to additional paid in capital at fair value. The proceeds from the exercise are also recorded as additional paid in capital. Stock Options- non-statutory Our 2013 stock option plan (“2013 Plan”) provides for the issuance of non-statutory The Company determines the fair value of the options based on the Black-Scholes option pricing model. This methodology requires significant inputs including the price of our common stock, risk-free interest rate, dividend yield and expiration date. We estimate the fair value of stock options using the Black-Scholes option-pricing model, with assumptions as follows: Three Months Ended December 31, Nine Months Ended December 31, 2016 2015 2016 2015 Common stock price $18.70 - $23.58 $22.39 - $32.31 $18.70 - $28.17 $22.39 - $32.37 Expected stock price volatility 27.9% - 35.6% 29.6% - 38.8% 27.9% - 35.6% 29.6% - 38.8% Risk-free interest rate 0.0% - 2.1% <0.1% - 2.2% 0.0% - 2.1% <0.1% - 2.2% Weighted-average expected option life (years) 0.1 – 5.4 0.1 – 6.4 0.1 – 5.4 0.1 – 6.4 Dividend yield 1.2% 0.8% 1.2% 0.8% |
Net Income Per Share
Net Income Per Share | 9 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 10. NET INCOME PER SHARE The Company is required to apply the two-class two-class The following table presents information necessary to calculate net income per share for the periods presented, 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 December 31, Nine Months Ended December 31, (In thousands, except per share data) 2016 2015 2016 2015 NET INCOME PER SHARE—BASIC: Net income attributable to ADS $ 9,053 $ 13,131 $ 51,060 $ 37,171 Adjustments for: Accretion of Redeemable noncontrolling interest (399 ) (329 ) (1,141 ) (586 ) Dividends to Redeemable convertible preferred stockholders (407 ) (349 ) (1,247 ) (1,082 ) Dividends paid to unvested restricted stockholders (32 ) (6 ) (86 ) (18 ) Net income available to common stockholders and participating securities 8,215 12,447 48,586 35,485 Undistributed income allocated to participating securities (503 ) (1,016 ) (4,066 ) (2,965 ) Net income available to common stockholders – Basic $ 7,712 $ 11,431 $ 44,520 $ 32,520 Weighted average number of common shares outstanding – Basic 54,557 54,133 54,354 53,880 Net income per common share – Basic $ 0.14 $ 0.21 $ 0.82 $ 0.60 NET INCOME PER SHARE—DILUTED: Net income available to common stockholders – Diluted $ 7,712 $ 11,431 $ 44,520 $ 32,520 Weighted average number of common shares outstanding – Basic 54,557 54,133 54,354 53,880 Assumed exercise of stock options 610 1,269 802 1,311 Weighted average number of common shares outstanding – Diluted 55,167 55,402 55,156 55,191 Net income per common share – Diluted $ 0.14 $ 0.21 $ 0.81 $ 0.59 Potentially dilutive securities excluded as anti-dilutive 6,134 6,229 6,282 6,467 |
Business Segments Information
Business Segments Information | 9 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Business Segments Information | 11. BUSINESS SEGMENTS INFORMATION The Company operates its business in two distinct operating and reportable segments based on the markets it serves: “Domestic” and “International”. The Chief Operating Decision Maker (“CODM”) evaluates segment reporting based on Net sales and Segment Adjusted EBITDA, which is calculated as net income or loss before interest, income taxes, depreciation and amortization, stock-based compensation expense, non-cash Three Months Ended December 31, Nine Months Ended December 31, 2016 2015 2016 2015 (In thousands) Domestic Pipe $ 182,061 $ 196,162 $ 627,397 $ 654,987 Allied Products 72,251 70,588 251,451 237,228 Total domestic 254,312 266,750 878,848 892,215 International Pipe 32,550 34,451 105,832 121,368 Allied Products 7,854 11,626 28,397 31,697 Total international 40,404 46,077 134,229 153,065 Total Net sales $ 294,716 $ 312,827 $ 1,013,077 $ 1,045,280 The following sets forth certain additional financial information attributable to our reportable segments for the periods presented: Domestic International Total (In thousands) For the three months ended December 31, 2016 Net sales $ 254,312 $ 40,404 $ 294,716 Gross profit 60,526 8,915 69,441 Segment Adjusted EBITDA 37,040 6,354 43,394 Interest expense 4,127 94 4,221 Income tax expense 5,342 644 5,986 Depreciation and amortization 15,911 2,118 18,029 Equity in net loss of unconsolidated affiliates 348 1,135 1,483 Capital expenditures 9,829 2,879 12,708 For the three months ended December 31, 2015 Net sales $ 266,750 $ 46,077 $ 312,827 Gross profit 66,503 8,339 74,842 Segment Adjusted EBITDA 44,458 5,058 49,516 Interest expense 4,606 117 4,723 Income tax expense 7,196 2,894 10,090 Depreciation and amortization 15,221 2,081 17,302 Equity in net loss of unconsolidated affiliates 99 818 917 Capital expenditures 7,613 2,327 9,940 Domestic International Total For the nine months ended December 31, 2016 Net sales $ 878,848 $ 134,229 $ 1,013,077 Gross profit 227,988 28,571 256,559 Segment Adjusted EBITDA 158,794 22,009 180,803 Interest expense 13,236 315 13,551 Income tax expense 31,319 4,209 35,528 Depreciation and amortization 47,418 6,647 54,065 Equity in net loss of unconsolidated affiliates 375 2,019 2,394 Capital expenditures 31,820 4,684 36,504 For the nine months ended December 31, 2015 Net sales $ 892,215 $ 153,065 $ 1,045,280 Gross profit 204,323 31,525 235,848 Segment Adjusted EBITDA 140,865 24,836 165,701 Interest expense 13,544 412 13,956 Income tax expense 20,725 2,431 23,156 Depreciation and amortization 45,626 6,427 52,053 Equity in net (income) loss of unconsolidated affiliates (224 ) 1,159 935 Capital expenditures 25,425 6,049 31,474 The following sets forth certain additional financial information attributable to the reportable segments as of the periods presented: Domestic International Eliminations Total (In thousands) As of December 31, 2016 Investment in unconsolidated affiliates $ 2,558 $ 8,250 $ — $ 10,808 Total identifiable assets 865,265 138,580 (16,679 ) 987,166 As of March 31, 2016 Investment in unconsolidated affiliates $ 2,932 $ 10,256 $ — $ 13,188 Total identifiable assets 949,286 147,814 (59,784 ) 1,037,316 The following reconciles segment adjusted EBITDA to net income for the periods presented: Three Months Ended December 31, 2016 2015 Domestic International Domestic International (In thousands) Reconciliation of Segment Adjusted EBITDA: Net income (loss) $ 7,233 $ 3,025 $ 13,846 $ (904 ) Depreciation and amortization 15,911 2,118 15,221 2,081 Interest expense 4,127 94 4,606 117 Income tax expense 5,342 644 7,196 2,894 Segment EBITDA 32,613 5,881 40,869 4,188 Derivative fair value adjustments (2,237 ) — (1,733 ) (51 ) Foreign currency transaction (gains) losses — (601 ) — 569 Loss (gain) on disposal of assets and costs from exit and disposal activities 1,258 880 (546 ) (57 ) Unconsolidated affiliates interest, tax, depreciation and amortization (a) 275 194 223 409 Contingent consideration remeasurement (15 ) — 14 — Stock-based compensation benefit (3,413 ) — (5,206 ) — ESOP deferred compensation 2,323 — 3,125 — (Benefit) expense related to executive termination payments (170 ) — 94 — Restatement-related costs (b) 6,406 — 7,618 — Segment Adjusted EBITDA $ 37,040 $ 6,354 $ 44,458 $ 5,058 Nine Months Ended December 31, 2016 2015 Domestic International Domestic International (In thousands) Reconciliation of Segment Adjusted EBITDA: Net income $ 43,704 $ 10,256 $ 28,067 $ 13,585 Depreciation and amortization 47,418 6,647 45,626 6,427 Interest expense 13,236 315 13,544 412 Income tax expense 31,319 4,209 20,725 2,431 Segment EBITDA 135,677 21,427 107,962 22,855 Derivative fair value adjustments (11,297 ) — 7,768 (18 ) Foreign currency transaction (gains) losses — (1,678 ) — 735 Loss (gain) on disposal of assets and costs from exit and disposal activities 2,040 1,037 795 (237 ) Unconsolidated affiliates interest, tax, depreciation and amortization (a) 826 1,223 769 1,501 Contingent consideration remeasurement 42 — 114 — Stock-based compensation expense (benefit) 2,699 — (2,994 ) — ESOP deferred compensation 7,428 — 9,375 — (Benefit) expense related to executive termination payments (12 ) — 258 — Loss related to BaySaver acquisition — — 490 — Restatement-related costs (b) 21,391 — 16,328 — Segment Adjusted EBITDA $ 158,794 $ 22,009 $ 140,865 $ 24,836 (a) Includes the proportional share of interest, income taxes, depreciation and amortization related to the South American Joint Venture and the Tigre-ADS (b) Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with the restatement of prior period financial statements as reflected in the Annual Report on Form 10-K for Form 10-K”), Forms 10-Q and 10-K that 10-Q 10-K. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. SUBSEQUENT EVENTS Dividends on Common Stock Commitments and Contingencies Loan Repayment Acquisition of a Business- Stock-based Compensation- non-employee Share Repurchase Program |
Background and Summary of Sig22
Background and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation - 10-K/A 10-K/A”). 10-K/A. |
Principles of Consolidation | Principles of Consolidation - |
Recent Accounting Guidance | Recent Accounting Guidance Recently Adopted Accounting Guidance Debt Issuance Costs- Deferred Tax Assets and Liabilities- non-current, non-current non-current. Consolidation - Recent Accounting Guidance Not Yet Adopted Definition of a Business-. With the exception of the pronouncements described above, there have been no new accounting pronouncements issued or adopted since the filing of the Fiscal 2016 Form 10-K/A |
Fair Value Measurements | 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. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories as of the periods presented consisted of the following: December 31, 2016 March 31, 2016 (In thousands) Raw materials $ 49,032 $ 46,604 Finished goods 173,599 183,862 Total inventories $ 222,631 $ 230,466 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Carried at Fair Value | The assets and liabilities carried at fair value as of the periods presented were as follows: December 31, 2016 Total Level 1 Level 2 Level 3 (In thousands) Assets: Derivative assets – diesel fuel contracts $ 412 $ — $ 412 $ — Total assets at fair value on a recurring basis $ 412 $ — $ 412 $ — Liabilities: Contingent consideration for acquisitions $ 1,813 — — $ 1,813 Total liabilities at fair value on a recurring basis $ 1,813 $ — $ — $ 1,813 March 31, 2016 Total Level 1 Level 2 Level 3 (In thousands) Assets: Derivative assets – diesel fuel contracts $ 11 $ — $ 11 $ — Total assets at fair value on a recurring basis $ 11 $ — $ 11 $ — Liabilities: Derivative liability - interest rate swaps $ 252 $ — $ 252 $ — Derivative liability - diesel fuel contracts 2,615 — 2,615 — Derivative liability - propylene swaps 8,027 — 8,027 — Contingent consideration for acquisitions 2,858 — — 2,858 Total liabilities at fair value on a recurring basis $ 13,752 $ — $ 10,894 $ 2,858 |
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 periods presented were as follows: Three Months ended December 31, Nine Months ended December 31, 2016 2015 2016 2015 Balance at the beginning of the period $ 1,997 $ 2,869 $ 2,858 $ 2,444 Acquisition — — — 750 Change in fair value (15 ) 14 42 114 Payments of contingent consideration liability (169 ) (157 ) (1,087 ) (582 ) Balance at the end of the period $ 1,813 $ 2,726 $ 1,813 $ 2,726 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term debt as of the periods presented consisted of the following: December 31, 2016 March 31, 2016 (In thousands) Bank Term Loans Revolving Credit Facility — ADS $ 152,000 $ 166,000 Revolving Credit Facility — ADS Mexicana — — Term Note 75,000 82,500 Senior Notes payable 75,000 100,000 Industrial revenue bonds 2,065 2,715 ADS Mexicana Scotia bank revolving credit facility — — Equipment financing 4,116 — Total 308,181 351,215 Unamortized debt issuance costs (2,076 ) (3,131 ) Current maturities (36,717 ) (35,870 ) Long-term debt obligation $ 269,388 $ 312,214 |
Derivative Transactions (Tables
Derivative Transactions (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Cash Settlements and Losses and (Gains) on Mark-to-Market Adjustments for Changes in Fair Value of Derivative Contracts | The Company recorded losses and (gains) on mark-to-market Three Months Ended December 31, Nine Months Ended December 31, 2016 2015 2016 2015 (in thousands) Propylene swaps $ (1,380 ) $ (2,148 ) $ (8,027 ) $ 7,411 Diesel fuel option collars (857 ) 708 (3,018 ) 798 Interest rate swaps 0 (344 ) (252 ) (459 ) Total unrealized mark-to-market $ (2,237 ) $ (1,784 ) $ (11,297 ) $ 7,750 Propylene swaps 1,988 3,042 6,671 8,443 Diesel fuel option collars 543 1,043 1,928 2,145 Foreign exchange forward contracts — 105 — 67 Total realized losses $ 2,531 $ 4,190 $ 8,599 $ 10,655 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation Expense (Benefit) Recognized in Condensed Consolidated Statements of Operations | The Company recognized stock-based compensation expense (benefit) in the following line items of the Condensed Consolidated Statements of Operations for the three and nine month periods ended December 31, 2016 and 2015: Three Months Ended December 31, Nine Months Ended December 31, 2016 2015 2016 2015 (in thousands) Component of income before income taxes: Cost of goods sold $ (40 ) $ (200 ) $ (40 ) $ (200 ) Selling expenses (70 ) (300 ) 130 (300 ) General and administrative expenses (3,303 ) (4,706 ) 2,609 (2,494 ) Total stock-based compensation expense $ (3,413 ) $ (5,206 ) $ 2,699 $ (2,994 ) |
Schedule of Estimate Fair Value of Stock Options Granted | We estimate the fair value of stock options using the Black-Scholes option-pricing model, with assumptions as follows: Three Months Ended December 31, Nine Months Ended December 31, 2016 2015 2016 2015 Common stock price $18.70 - $23.58 $22.39 - $32.31 $18.70 - $28.17 $22.39 - $32.37 Expected stock price volatility 27.9% - 35.6% 29.6% - 38.8% 27.9% - 35.6% 29.6% - 38.8% Risk-free interest rate 0.0% - 2.1% <0.1% - 2.2% 0.0% - 2.1% <0.1% - 2.2% Weighted-average expected option life (years) 0.1 – 5.4 0.1 – 6.4 0.1 – 5.4 0.1 – 6.4 Dividend yield 1.2% 0.8% 1.2% 0.8% |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Summary of Net Income Per Share | The following table presents information necessary to calculate net income per share for the periods presented, 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 December 31, Nine Months Ended December 31, (In thousands, except per share data) 2016 2015 2016 2015 NET INCOME PER SHARE—BASIC: Net income attributable to ADS $ 9,053 $ 13,131 $ 51,060 $ 37,171 Adjustments for: Accretion of Redeemable noncontrolling interest (399 ) (329 ) (1,141 ) (586 ) Dividends to Redeemable convertible preferred stockholders (407 ) (349 ) (1,247 ) (1,082 ) Dividends paid to unvested restricted stockholders (32 ) (6 ) (86 ) (18 ) Net income available to common stockholders and participating securities 8,215 12,447 48,586 35,485 Undistributed income allocated to participating securities (503 ) (1,016 ) (4,066 ) (2,965 ) Net income available to common stockholders – Basic $ 7,712 $ 11,431 $ 44,520 $ 32,520 Weighted average number of common shares outstanding – Basic 54,557 54,133 54,354 53,880 Net income per common share – Basic $ 0.14 $ 0.21 $ 0.82 $ 0.60 NET INCOME PER SHARE—DILUTED: Net income available to common stockholders – Diluted $ 7,712 $ 11,431 $ 44,520 $ 32,520 Weighted average number of common shares outstanding – Basic 54,557 54,133 54,354 53,880 Assumed exercise of stock options 610 1,269 802 1,311 Weighted average number of common shares outstanding – Diluted 55,167 55,402 55,156 55,191 Net income per common share – Diluted $ 0.14 $ 0.21 $ 0.81 $ 0.59 Potentially dilutive securities excluded as anti-dilutive 6,134 6,229 6,282 6,467 |
Business Segments Information (
Business Segments Information (Tables) | 9 Months Ended |
Dec. 31, 2016 | |
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 for the periods presented: Three Months Ended December 31, Nine Months Ended December 31, 2016 2015 2016 2015 (In thousands) Domestic Pipe $ 182,061 $ 196,162 $ 627,397 $ 654,987 Allied Products 72,251 70,588 251,451 237,228 Total domestic 254,312 266,750 878,848 892,215 International Pipe 32,550 34,451 105,832 121,368 Allied Products 7,854 11,626 28,397 31,697 Total international 40,404 46,077 134,229 153,065 Total Net sales $ 294,716 $ 312,827 $ 1,013,077 $ 1,045,280 |
Schedule of Additional Financial Information Attributable to Reportable Segments | The following sets forth certain additional financial information attributable to our reportable segments for the periods presented: Domestic International Total (In thousands) For the three months ended December 31, 2016 Net sales $ 254,312 $ 40,404 $ 294,716 Gross profit 60,526 8,915 69,441 Segment Adjusted EBITDA 37,040 6,354 43,394 Interest expense 4,127 94 4,221 Income tax expense 5,342 644 5,986 Depreciation and amortization 15,911 2,118 18,029 Equity in net loss of unconsolidated affiliates 348 1,135 1,483 Capital expenditures 9,829 2,879 12,708 For the three months ended December 31, 2015 Net sales $ 266,750 $ 46,077 $ 312,827 Gross profit 66,503 8,339 74,842 Segment Adjusted EBITDA 44,458 5,058 49,516 Interest expense 4,606 117 4,723 Income tax expense 7,196 2,894 10,090 Depreciation and amortization 15,221 2,081 17,302 Equity in net loss of unconsolidated affiliates 99 818 917 Capital expenditures 7,613 2,327 9,940 Domestic International Total For the nine months ended December 31, 2016 Net sales $ 878,848 $ 134,229 $ 1,013,077 Gross profit 227,988 28,571 256,559 Segment Adjusted EBITDA 158,794 22,009 180,803 Interest expense 13,236 315 13,551 Income tax expense 31,319 4,209 35,528 Depreciation and amortization 47,418 6,647 54,065 Equity in net loss of unconsolidated affiliates 375 2,019 2,394 Capital expenditures 31,820 4,684 36,504 For the nine months ended December 31, 2015 Net sales $ 892,215 $ 153,065 $ 1,045,280 Gross profit 204,323 31,525 235,848 Segment Adjusted EBITDA 140,865 24,836 165,701 Interest expense 13,544 412 13,956 Income tax expense 20,725 2,431 23,156 Depreciation and amortization 45,626 6,427 52,053 Equity in net (income) loss of unconsolidated affiliates (224 ) 1,159 935 Capital expenditures 25,425 6,049 31,474 The following sets forth certain additional financial information attributable to the reportable segments as of the periods presented: Domestic International Eliminations Total (In thousands) As of December 31, 2016 Investment in unconsolidated affiliates $ 2,558 $ 8,250 $ — $ 10,808 Total identifiable assets 865,265 138,580 (16,679 ) 987,166 As of March 31, 2016 Investment in unconsolidated affiliates $ 2,932 $ 10,256 $ — $ 13,188 Total identifiable assets 949,286 147,814 (59,784 ) 1,037,316 |
Schedule of Reconciliation of Segment Adjusted EBITDA to Net Income | The following reconciles segment adjusted EBITDA to net income for the periods presented: Three Months Ended December 31, 2016 2015 Domestic International Domestic International (In thousands) Reconciliation of Segment Adjusted EBITDA: Net income (loss) $ 7,233 $ 3,025 $ 13,846 $ (904 ) Depreciation and amortization 15,911 2,118 15,221 2,081 Interest expense 4,127 94 4,606 117 Income tax expense 5,342 644 7,196 2,894 Segment EBITDA 32,613 5,881 40,869 4,188 Derivative fair value adjustments (2,237 ) — (1,733 ) (51 ) Foreign currency transaction (gains) losses — (601 ) — 569 Loss (gain) on disposal of assets and costs from exit and disposal activities 1,258 880 (546 ) (57 ) Unconsolidated affiliates interest, tax, depreciation and amortization (a) 275 194 223 409 Contingent consideration remeasurement (15 ) — 14 — Stock-based compensation benefit (3,413 ) — (5,206 ) — ESOP deferred compensation 2,323 — 3,125 — (Benefit) expense related to executive termination payments (170 ) — 94 — Restatement-related costs (b) 6,406 — 7,618 — Segment Adjusted EBITDA $ 37,040 $ 6,354 $ 44,458 $ 5,058 Nine Months Ended December 31, 2016 2015 Domestic International Domestic International (In thousands) Reconciliation of Segment Adjusted EBITDA: Net income $ 43,704 $ 10,256 $ 28,067 $ 13,585 Depreciation and amortization 47,418 6,647 45,626 6,427 Interest expense 13,236 315 13,544 412 Income tax expense 31,319 4,209 20,725 2,431 Segment EBITDA 135,677 21,427 107,962 22,855 Derivative fair value adjustments (11,297 ) — 7,768 (18 ) Foreign currency transaction (gains) losses — (1,678 ) — 735 Loss (gain) on disposal of assets and costs from exit and disposal activities 2,040 1,037 795 (237 ) Unconsolidated affiliates interest, tax, depreciation and amortization (a) 826 1,223 769 1,501 Contingent consideration remeasurement 42 — 114 — Stock-based compensation expense (benefit) 2,699 — (2,994 ) — ESOP deferred compensation 7,428 — 9,375 — (Benefit) expense related to executive termination payments (12 ) — 258 — Loss related to BaySaver acquisition — — 490 — Restatement-related costs (b) 21,391 — 16,328 — Segment Adjusted EBITDA $ 158,794 $ 22,009 $ 140,865 $ 24,836 (a) Includes the proportional share of interest, income taxes, depreciation and amortization related to the South American Joint Venture and the Tigre-ADS (b) Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with the restatement of prior period financial statements as reflected in the Annual Report on Form 10-K for Form 10-K”), Forms 10-Q and 10-K that 10-Q 10-K. |
Background and Summary of Sig30
Background and Summary of Significant Accounting Policies - Additional Information (Detail) | 9 Months Ended | |
Dec. 31, 2016USD ($)Segment | Mar. 31, 2016USD ($) | |
Schedule Of Organization And Summary Of Significant Accounting Policies [Line Items] | ||
Number of reportable segments | Segment | 2 | |
Deferred Income Taxes and Other Current Assets [Member] | Adjustments for New Accounting Principle, Early Adoption [Member] | ||
Schedule Of Organization And Summary Of Significant Accounting Policies [Line Items] | ||
Net current deferred tax assets | $ | $ 0 | $ 11,700,000 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Mar. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 49,032 | $ 46,604 |
Finished goods | 173,599 | 183,862 |
Total inventories | $ 222,631 | $ 230,466 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) | Dec. 31, 2016 | Mar. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Work-in-process inventories | $ 0 | $ 0 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Assets and Liabilities Carried at Fair Value (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Mar. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value on a recurring basis | $ 412 | $ 11 |
Contingent consideration for acquisitions | 1,813 | 2,858 |
Total liabilities at fair value on a recurring basis | 1,813 | 13,752 |
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 | 412 | 11 |
Total liabilities at fair value on a recurring basis | 10,894 | |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions | 1,813 | 2,858 |
Total liabilities at fair value on a recurring basis | 1,813 | 2,858 |
Diesel Fuel Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 412 | 11 |
Derivative liability | 2,615 | |
Diesel Fuel Contracts [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 412 | 11 |
Derivative liability | 2,615 | |
Interest Rate Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 252 | |
Interest Rate Swaps [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 252 | |
Propylene Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 8,027 | |
Propylene Swaps [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 8,027 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2016USD ($)Facilities | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of assets and liabilities, additional transfers | $ | $ 0 | $ 0 | |
Number of manufacturing facilities related to assets with shortened useful life | Facilities | 2 | ||
Number of manufacturing facilities closed | Facilities | 1 | ||
Maximum [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Accelerated depreciation expense | $ | $ 2,000,000 |
Fair Value Measurement - Summ35
Fair Value Measurement - Summary of Changes in Fair Value of Recurring Fair Value Measurements Using Unobservable Inputs (Detail) - Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Balance beginning | $ 1,997 | $ 2,869 | $ 2,858 | $ 2,444 |
Acquisition | 750 | |||
Change in fair value | (15) | 14 | 42 | 114 |
Payments of contingent consideration liability | (169) | (157) | (1,087) | (582) |
Balance ending | $ 1,813 | $ 2,726 | $ 1,813 | $ 2,726 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | Nov. 11, 2015 | Jun. 30, 2015 | Apr. 30, 2015 | |
Pipe Sales Joint Venture Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from sales | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Outstanding receivables from related party | $ 300,000 | 300,000 | 300,000 | $ 300,000 | |||||
South American Joint Venture [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Outstanding letters of credit | 16,000,000 | 16,000,000 | 16,000,000 | 16,700,000 | |||||
Maximum borrowings permitted under credit facility | 19,000,000 | 19,000,000 | 19,000,000 | ||||||
Maximum potential payment under guarantee | 11,000,000 | 11,000,000 | $ 11,000,000 | ||||||
Debt, expiration date | Jul. 31, 2017 | ||||||||
Percentage of debt guarantee | 50.00% | ||||||||
Sales with related parties | $ 200,000 | $ 200,000 | $ 700,000 | $ 1,100,000 | |||||
Inventory destroyed by fire | $ 1,100,000 | ||||||||
South American Joint Venture [Member] | Chilean Peso Denominated Loans [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Weighted average interest rate | 6.90% | 6.90% | 6.90% | ||||||
Consolidated Entity Excluding Variable Interest Entities (VIE) [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Company's ownership percentage | 51.00% | 51.00% | 51.00% | 51.00% | 51.00% | ||||
Cash payments for consulting services related to the operations of the business and a noncompete arrangement | $ 100,000 | $ 200,000 | |||||||
Guarantee percentage on credit facility | 100.00% | ||||||||
Maximum potential guarantee payments | $ 12,000,000 | $ 12,000,000 | $ 12,000,000 | ||||||
Guarantee description | The Company is the guarantor of 100% of a second credit facility for ADS Mexicana | ||||||||
Outstanding letters of credit | 0 | 0 | $ 0 | $ 0 | |||||
Consolidated Entity Excluding Variable Interest Entities (VIE) [Member] | Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cash payments for consulting services related to the operations of the business and a noncompete arrangement | 100,000 | 100,000 | |||||||
ADS Mexicana [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Outstanding letters of credit | $ 0 | $ 0 | $ 0 | $ 6,900,000 | |||||
ADS Mexicana [Member] | Credit Facility Arrangement with Scotia Bank [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amount borrowed under revolving credit facility | $ 3,900,000 | $ 3,000,000 | |||||||
Interest rate for the loaned amount | 4.81% | 2.15% | |||||||
BaySaver [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Company's ownership percentage | 65.00% | 65.00% | 65.00% |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 1 Months Ended | ||||
Jun. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Nov. 11, 2015 | |
Debt Instrument [Line Items] | |||||
Unamortized debt issuance costs | $ 2,076,000 | $ 3,131,000 | |||
ADS Mexicana [Member] | |||||
Debt Instrument [Line Items] | |||||
Intercompany loans outstanding | $ 0 | $ 6,900,000 | |||
Common Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Cash dividend declared | $ 0.06 | ||||
Subsequent Event [Member] | Common Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Cash dividend declared | $ 0.06 | ||||
Subsequent Event [Member] | Preferred Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Cash dividend declared | $ 0.0195 | ||||
Security Agreement for Equipment Financing [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Intercompany loans outstanding | $ 4,500,000 | ||||
Equipment Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Equipment notes | $ 4,100,000 | ||||
Average fixed interest rate | 2.68% | ||||
Amortization period of the principal amount | 5 years |
Debt - Long-Term Debt (Detail)
Debt - Long-Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Mar. 31, 2016 |
Debt Instrument [Line Items] | ||
Total | $ 308,181 | $ 351,215 |
Total | 308,181 | 351,215 |
Unamortized debt issuance costs | (2,076) | (3,131) |
Current maturities | (36,717) | (35,870) |
Long-term debt obligation | 269,388 | 312,214 |
Equipment Financing [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | 4,116 | |
ADS [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | 152,000 | 166,000 |
Term Note [Member] | ||
Debt Instrument [Line Items] | ||
Term Note | 75,000 | 82,500 |
Senior Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes | 75,000 | 100,000 |
Industrial Revenue Bonds [Member] | ||
Debt Instrument [Line Items] | ||
Industrial revenue bonds | $ 2,065 | $ 2,715 |
Derivative Transactions - Sched
Derivative Transactions - Schedule of Cash Settlements and Losses and (Gains) on Mark-to-Market Adjustments for Changes in Fair Value of Derivative Contracts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Derivatives, Fair Value [Line Items] | ||||
Total unrealized mark-to-market (gains) losses | $ (2,237) | $ (1,784) | $ (11,297) | $ 7,750 |
Total realized losses | 2,531 | 4,190 | 8,599 | 10,655 |
Propylene Swaps [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Total unrealized mark-to-market (gains) losses | (1,380) | (2,148) | (8,027) | 7,411 |
Total realized losses | 1,988 | 3,042 | 6,671 | 8,443 |
Diesel Fuel Option Collars [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Total unrealized mark-to-market (gains) losses | (857) | 708 | (3,018) | 798 |
Total realized losses | 543 | 1,043 | 1,928 | 2,145 |
Interest Rate Swaps [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Total unrealized mark-to-market (gains) losses | $ 0 | (344) | $ (252) | (459) |
Foreign Exchange Forward Contracts [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Total realized losses | $ 105 | $ 67 |
Derivative Transactions - Addit
Derivative Transactions - Additional Information (Detail) - (Gain) Loss On Derivative Instruments And Other (Income) Expense, Net [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Derivatives, Fair Value [Line Items] | ||||
Other non-operating income | $ 1,100,000 | $ 200,000 | $ 2,800,000 | |
Maximum [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Other non-operating expense | $ 100,000 |
Commitments and Contingencies (
Commitments and Contingencies (Purchase Commitments) - Additional Information (Detail) | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Amount of outstanding purchase commitments | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 9 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 38.70% | 35.20% |
Federal statutory rate | 35.00% |
Stock-based Compensation Expens
Stock-based Compensation Expense - Stock-based Compensation Expense (Benefit) Recognized in Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ (3,413) | $ (5,206) | $ 2,699 | $ (2,994) |
Cost of Goods Sold [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | (40) | (200) | (40) | (200) |
Selling Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | (70) | (300) | 130 | (300) |
General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ (3,303) | $ (4,706) | $ 2,609 | $ (2,494) |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock Options) - Additional Information (Detail) - Employee Stock Options [Member] - Installment | 9 Months Ended | |
Dec. 31, 2016 | Dec. 30, 2016 | |
2013 Stock Option Plan [Member] | Management [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock awards, expiration period | 10 years | |
Stock awards, number of annual installments for vesting | 5 | |
2013 Stock Option Plan [Member] | Chief Executive Officer [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock awards, expiration period | 10 years | |
Stock-based awards, vesting period | 4 years | |
2000 Stock Option Plan [Member] | Management [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock awards, expiration period | 10 years | |
Stock awards, number of annual installments for vesting | 3 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Estimate Fair Value of Stock Options Granted (Detail) - Employee Stock Options [Member] - $ / shares | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected stock price volatility, minimum | 27.90% | 29.60% | 27.90% | 29.60% |
Expected stock price volatility, maximum | 35.60% | 38.80% | 35.60% | 38.80% |
Risk-free interest rate, minimum | 0.00% | 0.10% | 0.00% | 0.10% |
Risk-free interest rate, maximum | 2.10% | 2.20% | 2.10% | 2.20% |
Dividend yield | 1.20% | 0.80% | 1.20% | 0.80% |
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock price | $ 18.70 | $ 22.39 | $ 18.70 | $ 22.39 |
Weighted-average expected option life (years) | 1 month 6 days | 1 month 6 days | 1 month 6 days | 1 month 6 days |
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock price | $ 23.58 | $ 32.31 | $ 23.58 | $ 32.31 |
Weighted-average expected option life (years) | 5 years 4 months 24 days | 6 years 4 months 24 days | 5 years 4 months 24 days | 6 years 4 months 24 days |
Net Income Per Share - Summary
Net Income Per Share - Summary of Net Income Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
NET INCOME PER SHARE-BASIC: | ||||
Net income attributable to ADS | $ 9,053 | $ 13,131 | $ 51,060 | $ 37,171 |
Accretion of Redeemable noncontrolling interest | (399) | (329) | (1,141) | (586) |
Dividends to Redeemable convertible preferred stockholders | (407) | (349) | (1,247) | (1,082) |
Dividends paid to unvested restricted stockholders | (32) | (6) | (86) | (18) |
Net income available to common stockholders and participating securities | 8,215 | 12,447 | 48,586 | 35,485 |
Undistributed income allocated to participating securities | (503) | (1,016) | (4,066) | (2,965) |
Net income available to common stockholders - Basic | $ 7,712 | $ 11,431 | $ 44,520 | $ 32,520 |
Weighted average number of common shares outstanding - Basic | 54,557 | 54,133 | 54,354 | 53,880 |
Net income per common share - Basic | $ 0.14 | $ 0.21 | $ 0.82 | $ 0.60 |
NET INCOME PER SHARE-DILUTED: | ||||
Net income available to common stockholders - Diluted | $ 7,712 | $ 11,431 | $ 44,520 | $ 32,520 |
Weighted average number of common shares outstanding - Basic | 54,557 | 54,133 | 54,354 | 53,880 |
Assumed exercise of stock options | 610 | 1,269 | 802 | 1,311 |
Weighted average number of common shares outstanding - Diluted | 55,167 | 55,402 | 55,156 | 55,191 |
Net income per common share - Diluted | $ 0.14 | $ 0.21 | $ 0.81 | $ 0.59 |
Potentially dilutive securities excluded as anti-dilutive | 6,134 | 6,229 | 6,282 | 6,467 |
Business Segments Information -
Business Segments Information - Additional Information (Detail) | 9 Months Ended |
Dec. 31, 2016Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Number of operating segments | 2 |
Business Segments Information48
Business Segments Information - Schedule of Revenue from Reportable Segments by Product Type (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||
Total Net sales | $ 294,716 | $ 312,827 | $ 1,013,077 | $ 1,045,280 |
Domestic [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Net sales | 254,312 | 266,750 | 878,848 | 892,215 |
Domestic [Member] | Pipe [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Net sales | 182,061 | 196,162 | 627,397 | 654,987 |
Domestic [Member] | Allied Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Net sales | 72,251 | 70,588 | 251,451 | 237,228 |
International Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Net sales | 40,404 | 46,077 | 134,229 | 153,065 |
International Segment [Member] | Pipe [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Net sales | 32,550 | 34,451 | 105,832 | 121,368 |
International Segment [Member] | Allied Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Net sales | $ 7,854 | $ 11,626 | $ 28,397 | $ 31,697 |
Business Segments Information49
Business Segments Information - Schedule of Additional Financial Information Attributable to Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 294,716 | $ 312,827 | $ 1,013,077 | $ 1,045,280 | |
Gross profit | 69,441 | 74,842 | 256,559 | 235,848 | |
Segment Adjusted EBITDA | 43,394 | 49,516 | 180,803 | 165,701 | |
Interest expense | 4,221 | 4,723 | 13,551 | 13,956 | |
Income tax expense | 5,986 | 10,090 | 35,528 | 23,156 | |
Depreciation and amortization | 18,029 | 17,302 | 54,065 | 52,053 | |
Equity in net (income) loss of unconsolidated affiliates | 1,483 | 917 | 2,394 | 935 | |
Capital expenditures | 12,708 | 9,940 | 36,504 | 31,474 | |
Investment in unconsolidated affiliates | 10,808 | 10,808 | $ 13,188 | ||
Total identifiable assets | 987,166 | 987,166 | 1,037,316 | ||
Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total identifiable assets | (16,679) | (16,679) | (59,784) | ||
Domestic [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 254,312 | 266,750 | 878,848 | 892,215 | |
Gross profit | 60,526 | 66,503 | 227,988 | 204,323 | |
Segment Adjusted EBITDA | 37,040 | 44,458 | 158,794 | 140,865 | |
Interest expense | 4,127 | 4,606 | 13,236 | 13,544 | |
Income tax expense | 5,342 | 7,196 | 31,319 | 20,725 | |
Depreciation and amortization | 15,911 | 15,221 | 47,418 | 45,626 | |
Equity in net (income) loss of unconsolidated affiliates | 348 | 99 | 375 | (224) | |
Capital expenditures | 9,829 | 7,613 | 31,820 | 25,425 | |
Investment in unconsolidated affiliates | 2,558 | 2,558 | 2,932 | ||
Total identifiable assets | 865,265 | 865,265 | 949,286 | ||
International Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 40,404 | 46,077 | 134,229 | 153,065 | |
Gross profit | 8,915 | 8,339 | 28,571 | 31,525 | |
Segment Adjusted EBITDA | 6,354 | 5,058 | 22,009 | 24,836 | |
Interest expense | 94 | 117 | 315 | 412 | |
Income tax expense | 644 | 2,894 | 4,209 | 2,431 | |
Depreciation and amortization | 2,118 | 2,081 | 6,647 | 6,427 | |
Equity in net (income) loss of unconsolidated affiliates | 1,135 | 818 | 2,019 | 1,159 | |
Capital expenditures | 2,879 | $ 2,327 | 4,684 | $ 6,049 | |
Investment in unconsolidated affiliates | 8,250 | 8,250 | 10,256 | ||
Total identifiable assets | $ 138,580 | $ 138,580 | $ 147,814 |
Business Segments Information50
Business Segments Information - Schedule of Reconciliation of Segment Adjusted EBITDA to Net Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net income (loss) | $ 9,053 | $ 13,131 | $ 51,060 | $ 37,171 |
Interest expense | 4,221 | 4,723 | 13,551 | 13,956 |
Income tax expense | 5,986 | 10,090 | 35,528 | 23,156 |
Derivative fair value adjustments | (2,237) | (1,784) | (11,297) | 7,750 |
Loss (gain) on disposal of assets and costs from exit and disposal activities | 2,138 | (603) | 3,077 | 558 |
Stock-based compensation expense (benefit) | (3,413) | (5,206) | 2,699 | (2,994) |
Domestic [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net income (loss) | 7,233 | 13,846 | 43,704 | 28,067 |
Depreciation and amortization | 15,911 | 15,221 | 47,418 | 45,626 |
Interest expense | 4,127 | 4,606 | 13,236 | 13,544 |
Income tax expense | 5,342 | 7,196 | 31,319 | 20,725 |
Segment EBITDA | 32,613 | 40,869 | 135,677 | 107,962 |
Derivative fair value adjustments | (2,237) | (1,733) | (11,297) | 7,768 |
Loss (gain) on disposal of assets and costs from exit and disposal activities | 1,258 | (546) | 2,040 | 795 |
Unconsolidated affiliates interest, tax, depreciation and amortization | 275 | 223 | 826 | 769 |
Contingent consideration remeasurement | (15) | 14 | 42 | 114 |
Stock-based compensation expense (benefit) | (3,413) | (5,206) | 2,699 | (2,994) |
ESOP deferred compensation | 2,323 | 3,125 | 7,428 | 9,375 |
(Benefit) expense related to executive termination payments | (170) | 94 | (12) | 258 |
Loss related to BaySaver acquisition | 490 | |||
Restatement-related costs | 6,406 | 7,618 | 21,391 | 16,328 |
Segment Adjusted EBITDA | 37,040 | 44,458 | 158,794 | 140,865 |
International Segment [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net income (loss) | 3,025 | (904) | 10,256 | 13,585 |
Depreciation and amortization | 2,118 | 2,081 | 6,647 | 6,427 |
Interest expense | 94 | 117 | 315 | 412 |
Income tax expense | 644 | 2,894 | 4,209 | 2,431 |
Segment EBITDA | 5,881 | 4,188 | 21,427 | 22,855 |
Derivative fair value adjustments | (51) | (18) | ||
Foreign currency transaction (gains) losses | (601) | 569 | (1,678) | 735 |
Loss (gain) on disposal of assets and costs from exit and disposal activities | 880 | (57) | 1,037 | (237) |
Unconsolidated affiliates interest, tax, depreciation and amortization | 194 | 409 | 1,223 | 1,501 |
Segment Adjusted EBITDA | $ 6,354 | $ 5,058 | $ 22,009 | $ 24,836 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Feb. 06, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | Feb. 08, 2017 |
Subsequent Event [Line Items] | |||||
Date of acquisition of business | Feb. 6, 2017 | ||||
Fourth Quarter [Member] | |||||
Subsequent Event [Line Items] | |||||
Dividend payable date | Mar. 15, 2017 | ||||
Dividend payable, date of record | Mar. 1, 2017 | ||||
Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash dividend declared | $ 0.06 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Purchase contracts range | 1 month | ||||
Purchase contracts range | 12 months | ||||
Fixed purchase commitment cost | $ 39.5 | ||||
Repayment of loan and interest | $ 7.1 | ||||
Acquisition of business | $ 9.5 | ||||
Stock options and restricted stock grant date fair value | $ 10 | ||||
Stock repurchase program amount authorized | $ 50 | ||||
Subsequent Event [Member] | Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash dividend declared | $ 0.06 |