Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2017 | Jul. 31, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
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 | 55,246,148 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Current assets: | ||
Cash | $ 8,717 | $ 6,450 |
Receivables (less allowance for doubtful accounts of $10,377 and $10,431, respectively) | 215,432 | 168,943 |
Inventories | 262,188 | 258,430 |
Other current assets | 9,512 | 6,743 |
Total current assets | 495,849 | 440,566 |
Property, plant and equipment, net | 417,635 | 406,858 |
Other assets: | ||
Goodwill | 100,860 | 100,566 |
Intangible assets, net | 50,125 | 51,758 |
Other assets | 48,860 | 46,537 |
Total assets | 1,113,329 | 1,046,285 |
Current liabilities: | ||
Current maturities of debt obligations | 27,301 | 37,789 |
Current maturities of capital lease obligations | 21,946 | 21,450 |
Accounts payable | 107,131 | 121,922 |
Current portion of liability-classified stock-based awards | 11,926 | |
Other accrued liabilities | 59,523 | 54,460 |
Accrued income taxes | 12,910 | 8,207 |
Total current liabilities | 228,811 | 255,754 |
Long-term debt obligations (less unamortized debt issuance costs of $3,609 and $1,723, respectively) | 377,712 | 310,849 |
Long-term capital lease obligations | 61,521 | 58,710 |
Deferred tax liabilities | 43,753 | 44,007 |
Other liabilities | 23,484 | 26,530 |
Total liabilities | 735,281 | 695,850 |
Commitments and contingencies (see Note 8) | ||
Mezzanine equity: | ||
Redeemable convertible preferred stock: $0.01 par value; 47,070 shares authorized; 44,170 shares issued; 23,868 and 24,225 shares outstanding, respectively | 298,357 | 302,814 |
Deferred compensation – unearned ESOP shares | (196,204) | (198,216) |
Redeemable noncontrolling interest in subsidiaries | 8,431 | 8,227 |
Total mezzanine equity | 110,584 | 112,825 |
Stockholders’ equity: | ||
Common stock; $0.01 par value: 1,000,000 shares authorized; 153,560 shares issued; 55,246 and 55,338 shares outstanding, respectively | 12,393 | 12,393 |
Paid-in capital | 774,874 | 755,787 |
Common stock in treasury, at cost | (443,561) | (436,984) |
Accumulated other comprehensive loss | (22,239) | (24,815) |
Retained deficit | (70,289) | (83,678) |
Total ADS stockholders’ equity | 251,178 | 222,703 |
Noncontrolling interest in subsidiaries | 16,286 | 14,907 |
Total stockholders’ equity | 267,464 | 237,610 |
Total liabilities, mezzanine equity and stockholders’ equity | $ 1,113,329 | $ 1,046,285 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Allowance for doubtful accounts | $ 10,377 | $ 10,431 |
Unamortized debt issuance costs | $ 3,609 | $ 1,723 |
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 | 55,246,000 | 55,338,000 |
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 | 23,868,000 | 24,225,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||
Net sales | $ 358,359 | $ 357,576 |
Cost of goods sold | 271,620 | 260,970 |
Gross profit | 86,739 | 96,606 |
Operating expenses: | ||
Selling | 23,099 | 24,230 |
General and administrative | 26,676 | 34,529 |
Loss on disposal of assets and costs from exit and disposal activities | 3,423 | 202 |
Intangible amortization | 2,044 | 2,187 |
Income from operations | 31,497 | 35,458 |
Other expense: | ||
Interest expense | 4,479 | 4,784 |
Derivative gains and other income, net | (954) | (3,037) |
Income before income taxes | 27,972 | 33,711 |
Income tax expense | 9,746 | 14,194 |
Equity in net (income) loss of unconsolidated affiliates | (248) | 96 |
Net income | 18,474 | 19,421 |
Less: net income attributable to noncontrolling interest | 732 | 1,148 |
Net income attributable to ADS | 17,742 | 18,273 |
Accretion of redeemable noncontrolling interest | (362) | |
Dividends to redeemable convertible preferred stockholders | (489) | (425) |
Dividends paid to unvested restricted stockholders | (19) | (30) |
Net income available to common stockholders and participating securities | 17,234 | 17,456 |
Undistributed income allocated to participating securities | (1,429) | (1,524) |
Net income available to common stockholders | $ 15,805 | $ 15,932 |
Weighted average common shares outstanding: | ||
Basic | 55,303 | 54,071 |
Diluted | 56,010 | 54,928 |
Net income per share: | ||
Basic | $ 0.29 | $ 0.29 |
Diluted | 0.28 | 0.29 |
Cash dividends declared per share | $ 0.07 | $ 0.06 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income | $ 18,474 | $ 19,421 |
Currency translation | 3,427 | (3,121) |
Comprehensive income | 21,901 | 16,300 |
Less: other comprehensive income (loss) attributable to noncontrolling interest, net of tax | 851 | (1,501) |
Less: net income attributable to noncontrolling interest | 732 | 1,148 |
Total comprehensive income attributable to ADS | $ 20,318 | $ 16,653 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows from Operating Activities | ||
Net income | $ 18,474 | $ 19,421 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 18,221 | 18,026 |
Deferred income taxes | (281) | (745) |
Loss on disposal of assets and costs from exit and disposal activities | 3,423 | 237 |
ESOP and stock-based compensation | 4,304 | 11,757 |
Amortization of deferred financing charges | 353 | 341 |
Fair market value adjustments to derivatives | 191 | (4,907) |
Equity in net (income) loss of unconsolidated affiliates | (248) | 96 |
Other operating activities | (1,656) | 293 |
Changes in working capital: | ||
Receivables | (47,469) | (24,858) |
Inventories | (2,445) | (9,276) |
Prepaid expenses and other current assets | (2,547) | (4,317) |
Accounts payable, accrued expenses, and other liabilities | (6,857) | (6,200) |
Net cash used in operating activities | (16,537) | (132) |
Cash Flows from Investing Activities | ||
Capital expenditures | (17,949) | (12,595) |
Other investing activities | (254) | (200) |
Net cash used in investing activities | (18,203) | (12,795) |
Cash Flows from Financing Activities | ||
Proceeds from Revolving Credit Facility | 212,950 | 114,000 |
Payments on Revolving Credit Facility | (155,750) | (88,700) |
Payments on Term Loan | (72,500) | (2,500) |
Proceeds from Senior Notes | 75,000 | |
Debt issuance costs | (2,268) | |
Payments of notes, mortgages and other debt | (1,225) | (215) |
Payments on capital lease obligations | (6,066) | (5,358) |
Cash dividends paid | (4,353) | (3,665) |
Proceeds from exercise of stock options | 6 | 2,648 |
Repurchase of common stock | (7,947) | |
Other financing activities | (652) | (8) |
Net cash provided by financing activities | 37,195 | 16,202 |
Effect of exchange rate changes on cash | (188) | (662) |
Net change in cash | 2,267 | 2,613 |
Cash at beginning of period | 6,450 | 6,555 |
Cash at end of period | 8,717 | 9,168 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for income taxes | 5,899 | 2,229 |
Cash paid for interest | 4,498 | 4,996 |
Non-cash operating, investing and financing activities: | ||
Acquisition of property, plant and equipment under capital lease and incurred lease obligations | 9,588 | 13,450 |
Balance in accounts payable for the acquisition of property, plant and equipment | $ 2,593 | $ 2,255 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ 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, 2016 | $ 202,489 | $ 12,393 | $ 739,097 | $ (440,995) | $ (21,261) | $ (101,778) | $ 187,456 | $ 15,033 |
Beginning Balance, Shares at Mar. 31, 2016 | 153,560,000 | 99,123,000 | ||||||
Net income | 19,160 | 18,273 | 18,273 | 887 | ||||
Other comprehensive income (loss) | (3,121) | (1,620) | (1,620) | (1,501) | ||||
Redeemable convertible preferred stock dividends | (386) | (386) | (386) | |||||
Common stock dividends | (3,279) | (3,279) | (3,279) | |||||
Allocation of ESOP shares to participants for compensation | 909 | 909 | 909 | |||||
Exercise of common stock options | 5,306 | 4,274 | $ 1,032 | 5,306 | ||||
Exercise of common stock options, Shares | (232,000) | |||||||
Restricted stock awards | 224 | 17 | $ 207 | 224 | ||||
Restricted stock awards, Shares | (47,000) | |||||||
ESOP distribution in common stock | 2,727 | 1,980 | $ 747 | 2,727 | ||||
ESOP distribution in common stock, Shares | (168,000) | |||||||
Accretion of redeemable noncontrolling interest | (223) | (223) | (223) | |||||
Beginning Balance, Value at Jun. 30, 2016 | 223,806 | $ 12,393 | 746,054 | $ (439,009) | (22,881) | (87,170) | 209,387 | 14,419 |
Ending Balance, Shares at Jun. 30, 2016 | 153,560,000 | 98,676,000 | ||||||
Beginning Balance, Value at Mar. 31, 2017 | 237,610 | $ 12,393 | 755,787 | $ (436,984) | (24,815) | (83,678) | 222,703 | 14,907 |
Beginning Balance, Shares at Mar. 31, 2017 | 153,560,000 | 98,222,000 | ||||||
Net income | 18,270 | 17,742 | 17,742 | 528 | ||||
Other comprehensive income (loss) | 3,427 | 2,576 | 2,576 | 851 | ||||
Redeemable convertible preferred stock dividends | (458) | (458) | (458) | |||||
Common stock dividends | (3,895) | (3,895) | (3,895) | |||||
Allocation of ESOP shares to participants for compensation | 602 | 602 | 602 | |||||
Exercise of common stock options | 6 | 3 | $ 3 | 6 | ||||
Exercise of common stock options, Shares | (1,000) | |||||||
Restricted stock awards | 594 | 447 | $ 147 | 594 | ||||
Restricted stock awards, Shares | (33,000) | |||||||
Reclassification of liability-classified awards | 13,714 | 13,714 | 13,714 | |||||
Stock-based compensation expense before related tax effects | 1,084 | 1,084 | 1,084 | |||||
ESOP distribution in common stock | 4,457 | 3,237 | $ 1,220 | 4,457 | ||||
ESOP distribution in common stock, Shares | (274,000) | |||||||
Common stock repurchases | (7,947) | $ (7,900) | $ (7,947) | (7,947) | ||||
Common stock repurchases, Shares | 400,000 | 400,000 | ||||||
Beginning Balance, Value at Jun. 30, 2017 | $ 267,464 | $ 12,393 | $ 774,874 | $ (443,561) | $ (22,239) | $ (70,289) | $ 251,178 | $ 16,286 |
Ending Balance, Shares at Jun. 30, 2017 | 153,560,000 | 98,314,000 |
Condensed Consolidated Stateme8
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, 2016 | $ 7,171 | $ 310,240 | $ (205,664) | $ 111,747 | |
Beginning Balance, Shares at Mar. 31, 2016 | 24,819 | 16,448 | |||
Net income | 261 | 261 | |||
Allocation of ESOP shares to participants for compensation | $ 909 | $ 1,828 | 1,828 | ||
Allocation of ESOP shares to participants for Compensation, Shares | (146) | ||||
ESOP distribution in common stock | $ (2,727) | (2,727) | |||
ESOP distribution in common stock, Shares | (218) | ||||
Accretion of redeemable noncontrolling interest | 362 | 362 | |||
Beginning Balance, Value at Jun. 30, 2016 | 7,794 | $ 307,513 | $ (203,836) | 111,471 | |
Ending Balance, Shares at Jun. 30, 2016 | 24,601 | 16,302 | |||
Beginning Balance, Value at Mar. 31, 2017 | 112,825 | 8,227 | $ 302,814 | $ (198,216) | 112,825 |
Beginning Balance, Shares at Mar. 31, 2017 | 24,225 | 15,863 | |||
Net income | 204 | 204 | |||
Allocation of ESOP shares to participants for compensation | 602 | $ 2,012 | 2,012 | ||
Allocation of ESOP shares to participants for Compensation, Shares | (161) | ||||
ESOP distribution in common stock | $ (4,457) | (4,457) | |||
ESOP distribution in common stock, Shares | (357) | ||||
Beginning Balance, Value at Jun. 30, 2017 | $ 110,584 | $ 8,431 | $ 298,357 | $ (196,204) | $ 110,584 |
Ending Balance, Shares at Jun. 30, 2017 | 23,868 | 15,702 |
Condensed Consolidated Stateme9
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - $ / shares | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Statement Of Stockholders Equity [Abstract] | ||
Common stock dividend per share | $ 0.07 | $ 0.06 |
Background and Summary of Signi
Background and Summary of Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2017 | |
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. and subsidiaries (collectively referred to as “ADS” or the “Company”), 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. ADS’s 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: 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 – 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, 2017 was derived from audited financial statements included in the Annual Report on Form 10-K for the year ended March 31, 2017 (“Fiscal 2017 Form 10-K”). The accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, of a normal recurring nature, necessary to present fairly its financial position as of June 30, 2017 and the results of operations and cash flows for the three months ended June 30, 2017 and 2016. The interim Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements, including the notes thereto, filed in the Company’s Fiscal 2017 Form 10-K. Principles of Consolidation – The Condensed Consolidated Financial Statements include the Company, its wholly-owned subsidiaries, its majority-owned subsidiaries and variable interest entities (“VIEs”) of which the Company is the primary beneficiary. The Company uses the equity method of accounting for equity investments where it exercises significant influence but does not hold a controlling financial interest. Such investments are recorded in Other assets in the Condensed Consolidated Balance Sheets and the related equity earnings from these investments are included in Equity in net loss (income) of unconsolidated affiliates in the Condensed Consolidated Statements of Operations. All intercompany balances and transactions have been eliminated in consolidation. Recent Accounting Guidance Recently Adopted Accounting Guidance Measurement of Inventory – In July 2015, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update (“ASU”) which requires entities to measure most inventory at the lower of cost and net realizable value, simplifying current guidance under which an entity must measure inventory at the lower of cost or market. The determination of market value, under current guidance, is considered unnecessarily complex as there are several potential outcomes based on its definition as replacement cost, net realizable value, or net realizable value less an approximate normal profit margin. Whereas net realizable value, under the update, is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This update is effective for annual periods beginning on or after December 15, 2016, and interim periods within those years, with early adoption permitted. The Company adopted this standard effective April 1, 2017. The new standard did not have a material impact on the Condensed Consolidated Financial Statements. Stock-Based Compensation – In March 2016, the FASB issued an ASU which is intended to simplify certain aspects of the accounting for stock-based compensation. The Company adopted the standard on April 1, 2017. The adoption of the ASU did not have a material impact on the historical consolidated financial statements. This update contains changes to the accounting for excess tax benefits, whereby excess tax benefits will be recognized in the income statement rather than in additional paid-in capital on the balance sheet. This update is expected to result in increased volatility to income tax expense in future periods dependent upon the timing of employee exercises of stock options, the price of the Company's common stock and the vesting of restricted stock awards. In addition, excess tax benefits will now be classified as operating cash flows rather than financing cash flows in the Consolidated Statements of Cash Flows. The amendment also contains potential changes to the accounting for forfeitures, whereby entities can elect to either continue to apply the current requirement to estimate forfeitures when determining compensation expense, or to alternatively reverse the compensation expense of forfeited awards when they occur. The Company will account for forfeitures as they occur, which may result in expense volatility based on the timing of forfeitures. In addition, the update also modified the net-share settlement liability classification exception for statutory income tax withholdings, whereby the new guidance allows an employer with a statutory income tax withholding obligation to withhold shares with a fair value up to the maximum statutory tax rate in the employee’s applicable jurisdiction. The Company included this provision in awards issued in fiscal 2017 and modified previously issued awards on April 1, 2017. See “Note 10. Stock-Based Compensation” for further information on the modification. Definition of a Business – In January 2017, the FASB issued an ASU to clarify the definition of a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments provide a more robust framework to use in determining when a set of assets and activities is a business. The amendments are effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company adopted this standard effective April 1, 2018. The new standard did not have a material impact on the Condensed Consolidated Financial Statements. Recent Accounting Guidance Not Yet Adopted Revenue Recognition – In May 2014, the FASB issued an ASU which amends the guidance for revenue recognition. This standard contains principles that will require an entity to recognize revenue to depict the transfer of goods and services to customers at an amount that an entity expects to be entitled to in exchange for goods or services. The standard sets forth a new revenue recognition model that requires identifying the contract, identifying the performance obligations and recognizing the revenue upon satisfaction of performance obligations. In August 2015, the FASB issued an ASU that deferred the effective date of the new revenue standard for public entities to periods beginning after December 15, 2017, with early adoption permitted but not earlier than the original effective date of periods beginning after December 15, 2016. There have also been various additional accounting standards updates issued by the FASB in 2016 that further amend this new revenue standard. The updated standard permits the use of either the retrospective or cumulative effect transition method. The Company expects to adopt this standard effective April 1, 2018. The Company has not yet selected a transition method and is currently evaluating the impact of this standard on the consolidated financial statements. Leases – In February 2016, the FASB issued an ASU which amends the guidance for leases. This standard contains principles that will require an entity to recognize most leases on the balance sheet by recording a right-of-use asset and a lease liability, unless the lease is a short-term lease that has an accounting lease term of twelve months or less. The standard also contains other changes to the current lease guidance that may result in changes to how entities determine which contractual arrangements qualify as a lease, the accounting for executory costs such as property taxes and insurance, as well as which lease origination costs will be capitalizable. The new standard also requires expanded quantitative and qualitative disclosures. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those years, and early adoption is permitted. The standard requires the use of the modified retrospective transition method, whereby the new guidance will be applied at the beginning of the earliest period presented in the financial statements of the period of adoption. The modified retrospective transition approach includes certain practical expedients that entities may elect to apply in transition. The Company expects to adopt this standard effective April 1, 2019. The Company has not yet determined whether to apply any of the available practical expedients. The Company has begun the process of reviewing contracts under the new standard to determine the impact the new standard will have on the consolidated financial statements. The Company is also in process of implementing a new software solution to improve the process of accounting for leases under the current and new standard. Measurement of Credit Losses – In June 2016, the FASB issued an ASU which provides amended guidance on the measurement of credit losses on financial instruments, including trade receivables. This standard requires the use of an impairment model referred to as the current expected credit loss model. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those years, and early adoption is permitted for fiscal years beginning after December 15, 2018. The Company expects to adopt this standard effective April 1, 2020. The Company is currently evaluating the impact of this standard on the consolidated financial statements. Cash Flow Classification – In August 2016, the FASB issued an ASU which provides amended guidance on the classification of certain cash receipts and cash payments in the statement of cash flows, including related to debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance and distributions received from equity method investees. This update is effective for fiscal years beginning after December 15, 2017, including interim periods within those years, and early adoption is permitted. This amended guidance must be applied retrospectively to all periods presented, but may be applied prospectively if retrospective application would be impracticable. The Company expects to adopt this update effective April 1, 2018. The Company is currently evaluating the impact of this update on the consolidated financial statements. Goodwill Impairment – In January 2017, the FASB issued an ASU which removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, under the standards update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments are effect for annual periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company expects to adopt this standard effective April 1, 2020. The Company is currently evaluating the impact of this standard on the consolidated financial statements. Stock-Based Compensation – In May 2017, the FASB issued an ASU to clarify when modification accounting should be applied for changes to the terms or conditions of share-based payment awards. The amendments clarify that modification accounting guidance should only be applied if there is a change to the value, vesting conditions, or award classification and would not be required if the changes are considered non-substantive. The amendments are effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company expects to adopt this standard effective April 1, 2018. The Company is currently evaluating the impact of this update on its consolidated financial statements. With the exception of the pronouncements described above, there have been no new accounting pronouncements issued or adopted since the filing of the Fiscal 2017 Form 10-K that have significance, or potential significance, to the Condensed Consolidated Financial Statements. |
Loss on Disposal of Assets and
Loss on Disposal of Assets and Costs from Exit and Disposal Activities | 3 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Loss on Disposal of Assets and Costs from Exit and Disposal Activities | 2. The Company recorded loss on disposal of assets and costs from exit and disposal activities of $3.4 million and $0.2 million for the three months ended June 30, 2017 and 2016, respectively. The Company recorded $2.6 million of expenses related to two manufacturing facilities closing in fiscal 2018. The expenses include approximately $2.0 million in accelerated depreciation and $0.6 million of severance. An additional $0.8 million loss on other disposals and partial disposals of property, plant and equipment was recorded. |
Inventories
Inventories | 3 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | 3. Inventories as of the periods presented consisted of the following: June 30, 2017 March 31, 2017 (In thousands) Raw materials $ 57,834 $ 52,746 Finished goods 204,354 205,684 Total inventories $ 262,188 $ 258,430 There were no work-in-process inventories as of the periods presented. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 4. When applying fair value principles in the valuation of assets and liabilities, the Company is 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 fiscal years presented. The fair value estimates take into consideration the credit risk of both the Company and its counterparties. When active market quotes are not available for financial assets and liabilities, ADS 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 - The assets and liabilities carried at fair value as of the periods presented were as follows: June 30, 2017 Total Level 1 Level 2 Level 3 (In thousands) Assets: Derivative assets – diesel fuel contracts $ 38 $ — $ 38 $ — Derivative assets – interest rate swap 547 — 547 — Total assets at fair value on a recurring basis $ 585 $ — $ 585 $ — Liabilities: Derivative liability - diesel fuel contracts $ 277 $ — $ 277 $ — Derivative liability - interest rate swap 462 — 462 — Contingent consideration for acquisitions 858 — — 858 Total liabilities at fair value on a recurring basis $ 1,597 $ — $ 739 $ 858 March 31, 2017 Total Level 1 Level 2 Level 3 (In thousands) Assets: Derivative assets – diesel fuel contracts $ 179 $ — $ 179 $ — Total assets at fair value on a recurring basis $ 179 $ — $ 179 $ — Liabilities: Derivative liability - diesel fuel contracts $ 142 $ — $ 142 $ — Contingent consideration for acquisitions 1,348 — — 1,348 Total liabilities at fair value on a recurring basis $ 1,490 $ — $ 142 $ 1,348 For the three months ended June 30, 2017 and 2016, respectively, there were no transfers in or out of Levels 1, 2 or 3. Valuation of Contingent Consideration for Acquisitions - The fair values of the contingent consideration payables for acquisitions were calculated based on a discounted cash flow model, whereby the probability-weighted future payment value is discounted to the present value using a market discount rate. The method used to price these liabilities is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value. 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 June 30, 2017 2016 (In thousands) Balance at the beginning of the period $ 1,348 $ 2,858 Change in fair value 26 24 Payments of contingent consideration liability (516 ) (683 ) Balance at the end of the period $ 858 $ 2,199 Valuation of Debt - The carrying amounts of current financial assets and liabilities approximate fair value because of the immediate or short-term maturity of these items, or in the case of derivative instruments, because they are recorded at fair value. The carrying and fair value of the Company’s Senior Notes (discussed in “Note 6. Debt”) were $150.0 million and $150.3 million, respectively, as of June 30, 2017 and $75.0 million and $75.9 million, respectively, at March 31, 2017. The fair value of the Senior Notes was determined based on a comparison of the interest rate and terms of such borrowings to the rates and terms of similar debt available for the period. The Company believes the carrying amount on the remaining long-term debt, including the Secured Bank Term Loans, is not materially different from its fair value as the interest rates and terms of the borrowings are similar to currently available borrowings. The categorization of the framework used to evaluate this debt is considered Level 2. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 5. ADS Mexicana - ADS conducts business in Mexico and Central America through its joint venture ADS Mexicana, S.A. de C.V. (together with its affiliate ADS Corporativo, S.A. de C.V., “ADS Mexicana”). ADS owns 51% of the outstanding stock of ADS Mexicana and consolidates ADS Mexicana for financial reporting purposes. During the three months ended June 30, 2017 and 2016, ADS Mexicana compensated certain current and former shareholders of Grupo Altima, the joint venture partner of ADS Mexicana, for consulting services related to the operations of the business. These cash payments were less than $0.1 million for the three months ended June 30, 2017 and 2016. Occasionally, ADS and ADS Mexicana jointly enter into agreements for pipe sales with related parties. There were no such sales in either the three months ended June 30, 2017 and 2016. However, outstanding receivables related to such sales from prior periods were $0.2 million as of both June 30, 2017 and March 31, 2017. 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. See “Note 6. Debt.” South American Joint Venture - The Tuberias Tigre – ADS Limitada joint venture (the “South American Joint Venture”) manufactures and sells HDPE corrugated pipe in certain South American markets. ADS is 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. The Company’s maximum potential obligation under this guarantee totals $11.0 million as of June 30, 2017. The maximum borrowings permitted under the South American Joint Venture’s credit facility are $22.0 million. 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 the South American Joint Venture’s debt expires on December 31, 2020. ADS does not anticipate any required contributions related to the balance of this credit facility. As of June 30, 2017 and March 31, 2017, the outstanding principal balances of the credit facility including letters of credit were $15.4 million and $16.0 million, respectively. As of June 30, 2017, there were no U.S. dollar denominated loans. The weighted average interest rate as of June 30, 2017 was 6.0% on Chilean peso denominated loans. ADS and the South American Joint Venture have shared services arrangements in order to execute the joint venture services. In addition, the South American Joint Venture has entered into agreements for pipe sales with ADS and its other related parties, which totaled $0.6 million and $0.2 million for the three months ended June 30, 2017 and 2016, respectively. ADS pipe sales to the South American Joint Venture were less than $0.1 million and $0.3 million in the three months ended June 30, 2017 and 2016. BaySaver - BaySaver Technologies LLC (“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 stock 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, which were less than $0.1 million for the periods presented. Tigre-ADS USA - Tigre-ADS USA is a joint venture established to manufacture and sell PVC fittings for waterworks, plumbing, and HVAC applications primarily in the United States and Canadian markets. ADS owns 49% of the outstanding shares of capital stock of Tigre-ADS USA. The joint venture represents a continuation of the existing activities of Tigre-ADS USA through its Janesville, Wisconsin manufacturing facility. ADS is the guarantor for 49% of a specific Tigre-ADS USA credit facility. The Company’s maximum potential obligation under this guarantee totals $3.2 million as of June 30, 2017. The guarantee of Tigre-ADS USA’s debt expires on October 11, 2017. ADS does not anticipate any required contributions related to the balance of this credit facility. The outstanding principal balance of the credit facility including letters of credit the Company guarantees was $6.5 million as of both June 30, 2017 and March 31, 2017. The weighted average interest rate as of June 30, 2017 was 3.85%. ADS purchased $0.6 million and $0.4 million of Tigre-ADS USA manufactured products for use in the production of ADS products during the three months ended June 30, 2017 and 2016. |
Debt
Debt | 3 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 6. Long-term debt as of the periods presented consisted of the following: June 30, 2017 March 31, 2017 (In thousands) Secured Bank Term Loans: Revolving Credit Facility — ADS $ 252,500 $ 194,300 Revolving Credit Facility — ADS Mexicana 500 1,500 Term Note — 72,500 Senior Notes payable 150,000 75,000 Industrial revenue bonds 1,620 1,845 Equipment financing 4,002 4,216 ADS Mexicana Scotia bank revolving credit facility — 1,000 Total 408,622 350,361 Unamortized debt issuance costs (3,609 ) (1,723 ) Current maturities (27,301 ) (37,789 ) Long-term debt obligation $ 377,712 $ 310,849 Master Loan and Security Agreement - In June 2016, ADS signed a Master Loan and Security Agreement for Equipment Financing in the U.S. and Canada for an aggregate amount of up to $4.5 million. During fiscal 2017, the Company issued $4.6 million of Equipment Notes with a weighted average fixed interest rate at 2.72%, with the aggregate loan amount during fiscal 2017 reaching a total of $4.2 million, net of principal payments. Each Equipment Note amortizes the principal over five years and is payable monthly. Events Related to the Secured Bank Term Loans - On May 19, 2017, the Company obtained a waiver from the lenders of the Revolving Credit Facility regarding an event of default. A material domestic subsidiary failed to join as a guarantor resulting in default. The lenders agreed to waive the default if the material domestic subsidiary joins as a guarantor by July 31, 2017. The material domestic subsidiary joined as a guarantor on June 22, 2017 upon the closing of the amended Secured Bank Term Loans discussed below. On June 28, 2017, ADS executed a Forward Interest Rate Swap on the 30-Day LIBOR interest rate to mitigate the impact of interest rate volatility. The swap has a notional value of $100.0 million and a fixed rate of 1.8195% for a five year period. Events Related to the Senior Notes - On June 28, 2017, the Company issued and sold Shelf Notes in the aggregate principal amount of $75.0 million pursuant to the Private Shelf Agreement. The $75.0 million of Shelf Notes bears interest at a fixed interest rate of 3.53% per annum and have a maturity date of seven years from the date of issuance. The rate is subject to an additional 100 basis point excess leverage fee if the calculated leverage ratio exceeds 3 to 1 at the end of a fiscal quarter. Long-term Debt Modification Secured Bank Term Loans - On June 22, 2017, the Company and certain of its subsidiaries, as guarantors (collectively, the “Guarantors”), entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) with PNC Bank, National Association (“PNC”), as administrative agent (in such capacity, the “Agent”), and various financial institutions party thereto (together with PNC, collectively, the “Lenders”), pursuant to which the Lenders have committed to provide the Company a $550.0 million revolving credit facility (with an option to increase such revolving credit facility or incur new term loans in an agreement amount of up to $150.0 million) subject to the terms and conditions in the Credit Agreement. The Credit Agreement amends and restates the Amended and Restated Credit Agreement dated as of June 12, 2013, as amended, among the Company and certain of its subsidiaries, as guarantors, various financial institutions party thereto, and PNC, as administrative agent. Borrowings under the credit facility will be used for general corporate purposes, including repurchases of stock, repayments of existing indebtedness, repayments of short-term borrowings, working capital requirements, capital expenditures and acquisitions. The interest rates under the Credit Agreement are determined by certain base rates or LIBOR rates, plus an applicable margin based on the Leverage Ratio then in effect. The average interest rate was 2.87% as of June 30, 2017. The Credit Agreement has an expiration date of June 22, 2022. The Credit Agreement sets forth certain customary business and financial covenants to which the Company and Guarantors are subject when any amounts under the Credit Agreement are outstanding, including covenants that limit or restrict the ability of the Company and the Guarantors to incur indebtedness, to make capital distributions, and to incur certain liens and encumbrances on any of its respective property. The two primary financial covenants of the Credit Agreement require the Company to maintain a certain Leverage Ratio and an Interest Coverage Ratio. The Credit Agreement Leverage Ratio generally requires that at the end of any fiscal quarter, for the four fiscal quarters then ended, the Company will not permit the ratio of its total consolidated indebtedness to the Company’s Consolidated EBITDA (as defined in the Credit Agreement) to be greater than 4.00 to 1.00 (or 4.25 to 1.00 as of the date of any acquisitions permitted under the Credit Agreement for which the aggregate consideration is $100.0 million or greater). The Credit Agreement Interest Coverage Ratio generally requires that at the end of any fiscal quarter, for the four fiscal quarters then ended, the Company will not permit the ratio of Consolidated EBITDA to the Company’s consolidated interest expense payable during such period to be less than 3.00 to 1.00. The Credit Agreement provides for customary events of default, including, among other things, in the event of nonpayment of principal, interest, or other amounts, a representation or warranty proving to have been incorrect in any material respect when made, failure to perform or observe certain covenants within a specified period of time, a cross-default to other Company indebtedness of a specified amount, the bankruptcy or insolvency of the Company or a Guarantor, monetary judgment defaults of a specified amount, a change of control of the Company, and ERISA defaults resulting in liability under certain circumstances. In the event of a default by the Company, the Agent or the requisite number of Lenders may declare all amounts owed under the Credit Agreement and outstanding letters of credit immediately due and payable and terminate the Lenders’ commitments to make loans under the Credit Agreement. For defaults related to bankruptcy, insolvency or reorganization proceedings, the commitments of the Lenders will be automatically terminated and all outstanding loans and other amounts will become immediately due and payable. Senior Notes - On June 22, 2017, the Company and the Guarantors entered into the Second Amended and Restated Private Shelf Agreement (the “Private Shelf Agreement”) with PGIM, Inc. (“Prudential”) and certain other parties thereto. The Private Shelf Agreement amends and restates the Amended and Restated Private Shelf Agreement dated as of September 24, 2010, as amended, pursuant to which the Company has previously issued and sold secured senior notes of the Company. Under the terms of the Private Shelf Agreement, the Company may request that Prudential purchase, over the next three years, secured senior notes of the Company so long as the aggregate principal amount of notes outstanding at any time does not exceed $175.0 million (the “Shelf Notes”). The Shelf Notes shall bear interest at a fixed interest rate and have a maturity date not to exceed ten years from the date of issuance. Prudential and its affiliates are under no obligation to purchase any of the Shelf Notes. The interest rate and terms of payment of any series of Shelf Notes will be determined at the time of purchase. The proceeds of any series of Shelf Notes will be used as specified in the request for purchase with respect to such series, subject to compliance with the requirements in the Private Shelf Agreement, but are anticipated to be used for general corporate purposes, including refinancing of short-term borrowings and/or repayment of outstanding indebtedness under the Credit Agreement, which is described above, as well as financing of capital expenditures and acquisitions. Obligations under the Private Shelf Agreement are secured by capital stock of certain direct and indirect subsidiaries of the Company and the Guarantors and substantially all other tangible and intangible personal property owned by the Company and the Guarantors. Obligations under the Private Shelf Agreement are secured by the collateral on a pari passu basis with obligations under the Credit Agreement. The Private Shelf Agreement sets forth certain customary business and financial covenants to which the Company and Guarantors are subject when any Shelf Note is outstanding, including covenants that limit or restrict the ability of the Company and the Guarantors to incur indebtedness, to make capital distributions, and to incur certain liens and encumbrances on any of its respective property. The two primary financial covenants of the Private Shelf Agreement require the Company to maintain a certain Leverage Ratio and an Interest Coverage Ratio. The Private Self Agreement Leverage Ratio generally requires that at the end of any fiscal quarter, for the four fiscal quarters then ended, the Company will not permit the ratio of its total consolidated indebtedness to the Company’s Consolidated EBITDA (as defined in the Private Shelf Agreement) to be greater than 4.00 to 1.00 (or 4.25 to 1.00 as of the date of any acquisitions permitted under the Private Self Agreement for which the aggregate consideration is $100.0 million or greater). The Private Self Agreement Interest Coverage Ratio generally requires that at the end of any fiscal quarter, for the four fiscal quarters then ended, the Company will not permit the ratio of Consolidated EBITDA to the Company’s consolidated interest expense payable during such period to be less than 3.00 to 1.00. The Private Shelf Agreement provides for customary events of default, including, among other things, in the event of nonpayment of principal, interest, or other amounts, a representation or warranty proving to have been incorrect in any material respect when made, failure to perform or observe certain covenants within a specified period of time, a cross-default to other Company indebtedness of a specified amount, the bankruptcy or insolvency of the Company or a Guarantor, monetary judgment defaults of a specified amount, a change of control of the Company, and ERISA defaults resulting in liability under certain circumstances. In the event of a default by the Company, any or all holders of Shelf Notes may declare amounts owed under the Private Shelf Agreement immediately due and payable. For defaults related to bankruptcy, insolvency or reorganization proceedings, all amounts owed under the Agreement will become immediately due and payable, and Prudential may at its option terminate the Private Shelf Note Facility. Principal Maturities – Maturities of long-term debt (excluding interest and deferred financing costs) as of June 30, 2017 are summarized below: Twelve Months Ended June 30, (Amounts in thousands) 2018 2019 2020 2021 2022 Thereafter Total Principal maturities $ 27,301 $ 26,626 $ 25,941 $ 967 $ 252,787 $ 75,000 $ 408,622 |
Derivative Transactions
Derivative Transactions | 3 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Derivative Transactions | 7. DERIVATIVE TRANSACTIONS Derivatives - 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 foreign currency exchange rate fluctuations. For interest rate swaps, gains and losses resulting from the difference between the spot rate and applicable base rate is recorded in interest expense. For collars, commodity swaps and foreign exchange forward contracts, contract settlement gains and losses are recorded in the Condensed Consolidated Statements of Operations in Derivative gains and other income, net. Gains and losses related to mark-to-market adjustments for changes in fair value of the derivative contracts are also recorded in the Condensed Consolidated Statements of Operations in Derivative gains and other income, net. The Company recorded net losses and net (gains) on mark-to-market adjustments for changes in the fair value of derivatives contracts as well as net losses and net (gains) on the settlement of derivative contracts as follows: Three Months Ended June 30, 2017 2016 (in thousands) Propylene swaps $ — $ (3,313 ) Diesel fuel contracts 276 (1,472 ) Interest rate swaps (85 ) (122 ) Total net unrealized mark-to-market (gains) losses $ 191 $ (4,907 ) Propylene swaps — 3,072 Diesel fuel contracts 52 706 Total net realized losses $ 52 $ 3,778 A summary of the fair value of derivatives is included in “Note 4. Fair Value Measurements.” Other Non-Operating Income - In addition to the above amounts, Derivative gains and other income, net in the Condensed Consolidated Statements of Operations also includes other non-operating income of $1.2 million and $1.9 million for the three months ended June 30, 2017 and 2016, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. COMMITMENTS AND CONTINGENCIES Purchase Commitments - The Company secures supplies of resin raw material by agreeing to purchase quantities during a future given period at a fixed price. These purchase contracts typically range from 1 to 12 months and occur in the ordinary course of business. Under such purchase contracts in place at June 30, 2017, the Company has agreed to purchase resin over the period July 2017 through December 2017 at a committed purchase cost of $12.1 million. Litigation and Other Proceedings – 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 (the “District Court”), 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. On March 10, 2017, the District Court dismissed Plaintiff’s claims against all defendants in their entirety and with prejudice. Plaintiff has appealed the District Court’s order to the United States Court of Appeals for the Second Circuit, and the appeal is pending. 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 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 does not believe that such litigation, claims, and administrative proceedings will have a material adverse impact on the Company’s financial position or results of operations. The Company records a liability when a loss is considered probable, and the amount can be reasonably estimated. |
Income Taxes
Income Taxes | 3 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. 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 three months ended June 30, 2017 and 2016, the Company utilized an effective tax rate of 34.8% and 42.1%, respectively, to calculate its provision for income taxes. These rates differ from the federal statutory rate of 35% primarily due to the favorable impact of a $1.0 million discrete income tax benefit related to release of tax reserves. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Jun. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 10. 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 options are re-measured at fair value at each reporting date until the date of settlement, and the pro-rata vested portion of the award is recognized as a liability. The Company determines the fair value of options based on the Black-Scholes option pricing model. The Company accounts for all restricted stock granted to directors as equity-classified awards. The Company recognized stock-based compensation expense in the following line items of the Condensed Consolidated Statements of Operations for the three months ended June 30, 2017 and 2016: Three Months Ended June 30, 2017 2016 (in thousands) Component of income before income taxes: Cost of goods sold $ 45 $ 100 Selling expenses 25 300 General and administrative expenses 1,620 8,620 Total stock-based compensation expense $ 1,690 $ 9,020 The following table summarizes stock-based compensation expense by award type for the three months ended June 30, 2017 and 2016: Three Months Ended June 30, 2017 2016 (in thousands) Stock-based compensation expense: Liability-classified Stock Options $ — $ 8,836 Equity-classified Stock Options 1,084 — Restricted Stock 368 184 Non-Employee Director 238 — Total stock-based compensation expense $ 1,690 $ 9,020 On April 1, 2017, the Company modified all outstanding awards to remove the provision that permitted employees to satisfy their personal tax liability with the net settlement of shares in excess of minimum tax withholding. Consistent with the ASU in Note 1, employees can now withhold shares with a fair value up to the maximum statutory rate. Accordingly, the Company modified the awards previously accounted for as liability-classified to equity-classified and reclassified the carrying amount of the awards of $13.7 million to Paid-in capital in the Condensed Consolidated Balance Sheet. All stock options have been accounted for as equity-classified awards for the periods subsequent to the modification. Prior to the modification, liability-classified awards were reclassified to additional paid in capital at fair value when stock options were exercised. |
Net Income Per Share and Stockh
Net Income Per Share and Stockholders' Equity | 3 Months Ended |
Jun. 30, 2017 | |
Net Income Per Share And Stockholders Equity [Abstract] | |
Net Income Per Share and Stockholders' Equity | 11. The Company is required to apply the two-class method to compute both basic and diluted net income 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 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 June 30, (In thousands, except per share data) 2017 2016 NET INCOME PER SHARE—BASIC: Net income attributable to ADS $ 17,742 $ 18,273 Adjustments for: Accretion of Redeemable noncontrolling interest — (362 ) Dividends to Redeemable convertible preferred stockholders (489 ) (425 ) Dividends paid to unvested restricted stockholders (19 ) (30 ) Net income available to common stockholders and participating securities 17,234 17,456 Undistributed income allocated to participating securities (1,429 ) (1,524 ) Net income available to common stockholders – Basic $ 15,805 $ 15,932 Weighted average number of common shares outstanding – Basic 55,303 54,071 Net income per common share – Basic $ 0.29 $ 0.29 NET INCOME PER SHARE—DILUTED: Net income available to common stockholders – Diluted $ 15,805 $ 15,932 Weighted average number of common shares outstanding – Basic 55,303 54,071 Assumed exercise of stock options 707 857 Weighted average number of common shares outstanding – Diluted 56,010 54,928 Net income per common share – Diluted $ 0.28 $ 0.29 Potentially dilutive securities excluded as anti-dilutive 6,459 6,444 Stockholders’ Equity – During the three months ended June 30, 2017, the Company repurchased 400,000 shares of common stock at a cost of $7.9 million. The repurchases were made under the Board of Directors authorization in February 2017 to repurchase up to $50 million of ADS common stock in accordance with applicable securities laws. The repurchase program does not obligate us to acquire any particular amount of common stock, and may be suspended or terminated at any time at the Company’s discretion. |
Business Segments Information
Business Segments Information | 3 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Business Segments Information | 12. 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. The Company calculates 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. 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 June 30, 2017 2016 (In thousands) Domestic Pipe $ 226,191 $ 223,310 Allied Products 93,306 89,453 Total domestic 319,497 312,763 International Pipe 29,769 34,372 Allied Products 9,093 10,441 Total international 38,862 44,813 Total Net sales $ 358,359 $ 357,576 The following sets forth certain additional financial information attributable to the reportable segments for the periods presented: Domestic International Total (In thousands) For the three months ended June 30, 2017 Net sales $ 319,497 $ 38,862 $ 358,359 Segment Adjusted EBITDA 55,089 5,256 60,345 Interest expense 4,385 94 4,479 Income tax expense 9,515 231 9,746 Depreciation and amortization 16,263 1,958 18,221 Equity in net (income) loss of unconsolidated affiliates 218 (466 ) (248 ) Capital expenditures 17,108 841 17,949 For the three months ended June 30, 2016 Net sales $ 312,763 $ 44,813 $ 357,576 Segment Adjusted EBITDA 64,640 7,168 71,808 Interest expense 4,673 111 4,784 Income tax expense 12,153 2,041 14,194 Depreciation and amortization 15,678 2,348 18,026 Equity in net (income) loss of unconsolidated affiliates (17 ) 113 96 Capital expenditures 11,495 1,100 12,595 The following sets forth certain additional financial information attributable to the reportable segments as of the periods presented: June 30, 2017 March 31, 2017 (In thousands) Investments in unconsolidated affiliates Domestic $ 2,209 $ 2,427 International 7,025 6,559 Total $ 9,234 $ 8,986 Total identifiable assets Domestic $ 986,426 $ 917,006 International 148,144 134,987 Eliminations (21,241 ) (5,708 ) Total $ 1,113,329 $ 1,046,285 The following reconciles segment adjusted EBITDA to net income for the periods presented: Three Months Ended June 30, 2017 2016 Domestic International Domestic International (In thousands) Reconciliation of Segment Adjusted EBITDA: Net income $ 15,150 $ 3,324 $ 15,422 $ 3,999 Depreciation and amortization 16,263 1,958 15,678 2,348 Interest expense 4,385 94 4,673 111 Income tax expense 9,515 231 12,153 2,041 Segment EBITDA 45,313 5,607 47,926 8,499 Derivative fair value adjustments 191 — (4,907 ) — Foreign currency transaction gains — (869 ) — (1,762 ) Loss (gain) on disposal of assets and costs from exit and disposal activities 3,319 104 270 (68 ) Unconsolidated affiliates interest, tax, depreciation and amortization (1) 294 414 279 499 Contingent consideration remeasurement 26 — 24 — Stock-based compensation expense 1,690 — 9,020 — ESOP deferred compensation 2,614 — 2,737 — Expense related to executive termination payments 15 — 79 — Transaction costs 167 — — — Restatement-related costs (2) 1,460 — 9,212 — Segment Adjusted EBITDA $ 55,089 $ 5,256 $ 64,640 $ 7,168 (1) Includes the proportional share of interest, income taxes, depreciation and amortization related to the South American Joint Venture and the Tigre-ADS USA joint venture, which are accounted for under the equity method of accounting. (2) 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 fiscal year 2015 Form 10-K and fiscal year 2016 Form 10-K/A. Fiscal 2018 expenses relate to the ongoing SEC Enforcement Division’s investigation and related shareholder litigation discussed in “Note 8. Commitments and Contingencies.” |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Dividends on Common Stock - During the second quarter of fiscal 2018, the Company declared a quarterly cash dividend of $0.07 per share of common stock. The dividend is payable on September 15, 2017 to stockholders of record at the close of business on September 1, 2017. Acquisition of a Business- On August 1, 2017, ADS acquired DURASLOT, Inc., a manufacturer of linear surface drains for $2.3 million. |
Background and Summary of Sig23
Background and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2017 | |
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, 2017 was derived from audited financial statements included in the Annual Report on Form 10-K for the year ended March 31, 2017 (“Fiscal 2017 Form 10-K”). The accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, of a normal recurring nature, necessary to present fairly its financial position as of June 30, 2017 and the results of operations and cash flows for the three months ended June 30, 2017 and 2016. The interim Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements, including the notes thereto, filed in the Company’s Fiscal 2017 Form 10-K. |
Principles of Consolidation | Principles of Consolidation – The Condensed Consolidated Financial Statements include the Company, its wholly-owned subsidiaries, its majority-owned subsidiaries and variable interest entities (“VIEs”) of which the Company is the primary beneficiary. The Company uses the equity method of accounting for equity investments where it exercises significant influence but does not hold a controlling financial interest. Such investments are recorded in Other assets in the Condensed Consolidated Balance Sheets and the related equity earnings from these investments are included in Equity in net loss (income) of unconsolidated affiliates in the Condensed Consolidated Statements of Operations. All intercompany balances and transactions have been eliminated in consolidation. |
Recent Accounting Guidance | Recent Accounting Guidance Recently Adopted Accounting Guidance Measurement of Inventory – In July 2015, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update (“ASU”) which requires entities to measure most inventory at the lower of cost and net realizable value, simplifying current guidance under which an entity must measure inventory at the lower of cost or market. The determination of market value, under current guidance, is considered unnecessarily complex as there are several potential outcomes based on its definition as replacement cost, net realizable value, or net realizable value less an approximate normal profit margin. Whereas net realizable value, under the update, is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This update is effective for annual periods beginning on or after December 15, 2016, and interim periods within those years, with early adoption permitted. The Company adopted this standard effective April 1, 2017. The new standard did not have a material impact on the Condensed Consolidated Financial Statements. Stock-Based Compensation – In March 2016, the FASB issued an ASU which is intended to simplify certain aspects of the accounting for stock-based compensation. The Company adopted the standard on April 1, 2017. The adoption of the ASU did not have a material impact on the historical consolidated financial statements. This update contains changes to the accounting for excess tax benefits, whereby excess tax benefits will be recognized in the income statement rather than in additional paid-in capital on the balance sheet. This update is expected to result in increased volatility to income tax expense in future periods dependent upon the timing of employee exercises of stock options, the price of the Company's common stock and the vesting of restricted stock awards. In addition, excess tax benefits will now be classified as operating cash flows rather than financing cash flows in the Consolidated Statements of Cash Flows. The amendment also contains potential changes to the accounting for forfeitures, whereby entities can elect to either continue to apply the current requirement to estimate forfeitures when determining compensation expense, or to alternatively reverse the compensation expense of forfeited awards when they occur. The Company will account for forfeitures as they occur, which may result in expense volatility based on the timing of forfeitures. In addition, the update also modified the net-share settlement liability classification exception for statutory income tax withholdings, whereby the new guidance allows an employer with a statutory income tax withholding obligation to withhold shares with a fair value up to the maximum statutory tax rate in the employee’s applicable jurisdiction. The Company included this provision in awards issued in fiscal 2017 and modified previously issued awards on April 1, 2017. See “Note 10. Stock-Based Compensation” for further information on the modification. Definition of a Business – In January 2017, the FASB issued an ASU to clarify the definition of a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments provide a more robust framework to use in determining when a set of assets and activities is a business. The amendments are effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company adopted this standard effective April 1, 2018. The new standard did not have a material impact on the Condensed Consolidated Financial Statements. Recent Accounting Guidance Not Yet Adopted Revenue Recognition – In May 2014, the FASB issued an ASU which amends the guidance for revenue recognition. This standard contains principles that will require an entity to recognize revenue to depict the transfer of goods and services to customers at an amount that an entity expects to be entitled to in exchange for goods or services. The standard sets forth a new revenue recognition model that requires identifying the contract, identifying the performance obligations and recognizing the revenue upon satisfaction of performance obligations. In August 2015, the FASB issued an ASU that deferred the effective date of the new revenue standard for public entities to periods beginning after December 15, 2017, with early adoption permitted but not earlier than the original effective date of periods beginning after December 15, 2016. There have also been various additional accounting standards updates issued by the FASB in 2016 that further amend this new revenue standard. The updated standard permits the use of either the retrospective or cumulative effect transition method. The Company expects to adopt this standard effective April 1, 2018. The Company has not yet selected a transition method and is currently evaluating the impact of this standard on the consolidated financial statements. Leases – In February 2016, the FASB issued an ASU which amends the guidance for leases. This standard contains principles that will require an entity to recognize most leases on the balance sheet by recording a right-of-use asset and a lease liability, unless the lease is a short-term lease that has an accounting lease term of twelve months or less. The standard also contains other changes to the current lease guidance that may result in changes to how entities determine which contractual arrangements qualify as a lease, the accounting for executory costs such as property taxes and insurance, as well as which lease origination costs will be capitalizable. The new standard also requires expanded quantitative and qualitative disclosures. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those years, and early adoption is permitted. The standard requires the use of the modified retrospective transition method, whereby the new guidance will be applied at the beginning of the earliest period presented in the financial statements of the period of adoption. The modified retrospective transition approach includes certain practical expedients that entities may elect to apply in transition. The Company expects to adopt this standard effective April 1, 2019. The Company has not yet determined whether to apply any of the available practical expedients. The Company has begun the process of reviewing contracts under the new standard to determine the impact the new standard will have on the consolidated financial statements. The Company is also in process of implementing a new software solution to improve the process of accounting for leases under the current and new standard. Measurement of Credit Losses – In June 2016, the FASB issued an ASU which provides amended guidance on the measurement of credit losses on financial instruments, including trade receivables. This standard requires the use of an impairment model referred to as the current expected credit loss model. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those years, and early adoption is permitted for fiscal years beginning after December 15, 2018. The Company expects to adopt this standard effective April 1, 2020. The Company is currently evaluating the impact of this standard on the consolidated financial statements. Cash Flow Classification – In August 2016, the FASB issued an ASU which provides amended guidance on the classification of certain cash receipts and cash payments in the statement of cash flows, including related to debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance and distributions received from equity method investees. This update is effective for fiscal years beginning after December 15, 2017, including interim periods within those years, and early adoption is permitted. This amended guidance must be applied retrospectively to all periods presented, but may be applied prospectively if retrospective application would be impracticable. The Company expects to adopt this update effective April 1, 2018. The Company is currently evaluating the impact of this update on the consolidated financial statements. Goodwill Impairment – In January 2017, the FASB issued an ASU which removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, under the standards update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments are effect for annual periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company expects to adopt this standard effective April 1, 2020. The Company is currently evaluating the impact of this standard on the consolidated financial statements. Stock-Based Compensation – In May 2017, the FASB issued an ASU to clarify when modification accounting should be applied for changes to the terms or conditions of share-based payment awards. The amendments clarify that modification accounting guidance should only be applied if there is a change to the value, vesting conditions, or award classification and would not be required if the changes are considered non-substantive. The amendments are effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company expects to adopt this standard effective April 1, 2018. The Company is currently evaluating the impact of this update on its consolidated financial statements. With the exception of the pronouncements described above, there have been no new accounting pronouncements issued or adopted since the filing of the Fiscal 2017 Form 10-K that have significance, or potential significance, to the Condensed Consolidated Financial Statements. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories as of the periods presented consisted of the following: June 30, 2017 March 31, 2017 (In thousands) Raw materials $ 57,834 $ 52,746 Finished goods 204,354 205,684 Total inventories $ 262,188 $ 258,430 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
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: June 30, 2017 Total Level 1 Level 2 Level 3 (In thousands) Assets: Derivative assets – diesel fuel contracts $ 38 $ — $ 38 $ — Derivative assets – interest rate swap 547 — 547 — Total assets at fair value on a recurring basis $ 585 $ — $ 585 $ — Liabilities: Derivative liability - diesel fuel contracts $ 277 $ — $ 277 $ — Derivative liability - interest rate swap 462 — 462 — Contingent consideration for acquisitions 858 — — 858 Total liabilities at fair value on a recurring basis $ 1,597 $ — $ 739 $ 858 March 31, 2017 Total Level 1 Level 2 Level 3 (In thousands) Assets: Derivative assets – diesel fuel contracts $ 179 $ — $ 179 $ — Total assets at fair value on a recurring basis $ 179 $ — $ 179 $ — Liabilities: Derivative liability - diesel fuel contracts $ 142 $ — $ 142 $ — Contingent consideration for acquisitions 1,348 — — 1,348 Total liabilities at fair value on a recurring basis $ 1,490 $ — $ 142 $ 1,348 |
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 June 30, 2017 2016 (In thousands) Balance at the beginning of the period $ 1,348 $ 2,858 Change in fair value 26 24 Payments of contingent consideration liability (516 ) (683 ) Balance at the end of the period $ 858 $ 2,199 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term debt as of the periods presented consisted of the following: June 30, 2017 March 31, 2017 (In thousands) Secured Bank Term Loans: Revolving Credit Facility — ADS $ 252,500 $ 194,300 Revolving Credit Facility — ADS Mexicana 500 1,500 Term Note — 72,500 Senior Notes payable 150,000 75,000 Industrial revenue bonds 1,620 1,845 Equipment financing 4,002 4,216 ADS Mexicana Scotia bank revolving credit facility — 1,000 Total 408,622 350,361 Unamortized debt issuance costs (3,609 ) (1,723 ) Current maturities (27,301 ) (37,789 ) Long-term debt obligation $ 377,712 $ 310,849 |
Maturities of Long-term Debt (Excluding Interest and Deferred Financing Costs) | Maturities of long-term debt (excluding interest and deferred financing costs) as of June 30, 2017 are summarized below: Twelve Months Ended June 30, (Amounts in thousands) 2018 2019 2020 2021 2022 Thereafter Total Principal maturities $ 27,301 $ 26,626 $ 25,941 $ 967 $ 252,787 $ 75,000 $ 408,622 |
Derivative Transactions (Tables
Derivative Transactions (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Cash Settlements and Net Losses and Net (Gains) on Mark-to-Market Adjustments for Changes in Fair Value of Derivative Contracts | The Company recorded net losses and net (gains) on mark-to-market adjustments for changes in the fair value of derivatives contracts as well as net losses and net (gains) on the settlement of derivative contracts as follows: Three Months Ended June 30, 2017 2016 (in thousands) Propylene swaps $ — $ (3,313 ) Diesel fuel contracts 276 (1,472 ) Interest rate swaps (85 ) (122 ) Total net unrealized mark-to-market (gains) losses $ 191 $ (4,907 ) Propylene swaps — 3,072 Diesel fuel contracts 52 706 Total net realized losses $ 52 $ 3,778 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock-based Compensation Expense | The Company recognized stock-based compensation expense in the following line items of the Condensed Consolidated Statements of Operations for the three months ended June 30, 2017 and 2016: Three Months Ended June 30, 2017 2016 (in thousands) Component of income before income taxes: Cost of goods sold $ 45 $ 100 Selling expenses 25 300 General and administrative expenses 1,620 8,620 Total stock-based compensation expense $ 1,690 $ 9,020 The following table summarizes stock-based compensation expense by award type for the three months ended June 30, 2017 and 2016: Three Months Ended June 30, 2017 2016 (in thousands) Stock-based compensation expense: Liability-classified Stock Options $ — $ 8,836 Equity-classified Stock Options 1,084 — Restricted Stock 368 184 Non-Employee Director 238 — Total stock-based compensation expense $ 1,690 $ 9,020 |
Net Income Per Share and Stoc29
Net Income Per Share and Stockholders' Equity (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Net Income Per Share And Stockholders Equity [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 June 30, (In thousands, except per share data) 2017 2016 NET INCOME PER SHARE—BASIC: Net income attributable to ADS $ 17,742 $ 18,273 Adjustments for: Accretion of Redeemable noncontrolling interest — (362 ) Dividends to Redeemable convertible preferred stockholders (489 ) (425 ) Dividends paid to unvested restricted stockholders (19 ) (30 ) Net income available to common stockholders and participating securities 17,234 17,456 Undistributed income allocated to participating securities (1,429 ) (1,524 ) Net income available to common stockholders – Basic $ 15,805 $ 15,932 Weighted average number of common shares outstanding – Basic 55,303 54,071 Net income per common share – Basic $ 0.29 $ 0.29 NET INCOME PER SHARE—DILUTED: Net income available to common stockholders – Diluted $ 15,805 $ 15,932 Weighted average number of common shares outstanding – Basic 55,303 54,071 Assumed exercise of stock options 707 857 Weighted average number of common shares outstanding – Diluted 56,010 54,928 Net income per common share – Diluted $ 0.28 $ 0.29 Potentially dilutive securities excluded as anti-dilutive 6,459 6,444 |
Business Segments Information (
Business Segments Information (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 2016 (In thousands) Domestic Pipe $ 226,191 $ 223,310 Allied Products 93,306 89,453 Total domestic 319,497 312,763 International Pipe 29,769 34,372 Allied Products 9,093 10,441 Total international 38,862 44,813 Total Net sales $ 358,359 $ 357,576 |
Schedule of Additional Financial Information Attributable to Reportable Segments | The following sets forth certain additional financial information attributable to the reportable segments for the periods presented: Domestic International Total (In thousands) For the three months ended June 30, 2017 Net sales $ 319,497 $ 38,862 $ 358,359 Segment Adjusted EBITDA 55,089 5,256 60,345 Interest expense 4,385 94 4,479 Income tax expense 9,515 231 9,746 Depreciation and amortization 16,263 1,958 18,221 Equity in net (income) loss of unconsolidated affiliates 218 (466 ) (248 ) Capital expenditures 17,108 841 17,949 For the three months ended June 30, 2016 Net sales $ 312,763 $ 44,813 $ 357,576 Segment Adjusted EBITDA 64,640 7,168 71,808 Interest expense 4,673 111 4,784 Income tax expense 12,153 2,041 14,194 Depreciation and amortization 15,678 2,348 18,026 Equity in net (income) loss of unconsolidated affiliates (17 ) 113 96 Capital expenditures 11,495 1,100 12,595 The following sets forth certain additional financial information attributable to the reportable segments as of the periods presented: June 30, 2017 March 31, 2017 (In thousands) Investments in unconsolidated affiliates Domestic $ 2,209 $ 2,427 International 7,025 6,559 Total $ 9,234 $ 8,986 Total identifiable assets Domestic $ 986,426 $ 917,006 International 148,144 134,987 Eliminations (21,241 ) (5,708 ) Total $ 1,113,329 $ 1,046,285 |
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 June 30, 2017 2016 Domestic International Domestic International (In thousands) Reconciliation of Segment Adjusted EBITDA: Net income $ 15,150 $ 3,324 $ 15,422 $ 3,999 Depreciation and amortization 16,263 1,958 15,678 2,348 Interest expense 4,385 94 4,673 111 Income tax expense 9,515 231 12,153 2,041 Segment EBITDA 45,313 5,607 47,926 8,499 Derivative fair value adjustments 191 — (4,907 ) — Foreign currency transaction gains — (869 ) — (1,762 ) Loss (gain) on disposal of assets and costs from exit and disposal activities 3,319 104 270 (68 ) Unconsolidated affiliates interest, tax, depreciation and amortization (1) 294 414 279 499 Contingent consideration remeasurement 26 — 24 — Stock-based compensation expense 1,690 — 9,020 — ESOP deferred compensation 2,614 — 2,737 — Expense related to executive termination payments 15 — 79 — Transaction costs 167 — — — Restatement-related costs (2) 1,460 — 9,212 — Segment Adjusted EBITDA $ 55,089 $ 5,256 $ 64,640 $ 7,168 (1) Includes the proportional share of interest, income taxes, depreciation and amortization related to the South American Joint Venture and the Tigre-ADS USA joint venture, which are accounted for under the equity method of accounting. (2) 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 fiscal year 2015 Form 10-K and fiscal year 2016 Form 10-K/A. Fiscal 2018 expenses relate to the ongoing SEC Enforcement Division’s investigation and related shareholder litigation discussed in “Note 8. Commitments and Contingencies.” |
Background and Summary of Sig31
Background and Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended |
Jun. 30, 2017Segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 2 |
Loss on Disposal of Assets an32
Loss on Disposal of Assets and Costs from Exit and Disposal Activities - Additional Information (Detail) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017USD ($)Facility | Jun. 30, 2016USD ($) | |
Discontinued Operations And Disposal Groups [Abstract] | ||
Loss on disposal of assets and costs from exit and disposal activities | $ 3,423 | $ 202 |
Expenses related to closing of manufacturing facilities | $ 2,600 | |
Number of manufacturing facilities closed | Facility | 2 | |
Accelerated depreciation expenses related to closing of manufacturing expenses | $ 2,000 | |
Severance cost related to closing of manufacturing expenses | 600 | |
Amount of other disposals and partial disposals of property, plant and equipment | $ 800 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 57,834 | $ 52,746 |
Finished goods | 204,354 | 205,684 |
Total inventories | $ 262,188 | $ 258,430 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 |
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 | Jun. 30, 2017 | Mar. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value on a recurring basis | $ 585 | $ 179 |
Contingent consideration for acquisitions | 858 | 1,348 |
Total liabilities at fair value on a recurring basis | 1,597 | 1,490 |
Total assets at fair value on a recurring basis | 585 | 179 |
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 | 585 | 179 |
Total liabilities at fair value on a recurring basis | 739 | 142 |
Total assets at fair value on a recurring basis | 585 | 179 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions | 858 | 1,348 |
Total liabilities at fair value on a recurring basis | 858 | 1,348 |
Diesel Fuel Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 38 | 179 |
Derivative liability | 277 | 142 |
Diesel Fuel Contracts [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 38 | 179 |
Derivative liability | 277 | $ 142 |
Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 547 | |
Derivative liability | 462 | |
Interest Rate Swap [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 547 | |
Derivative liability | $ 462 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of assets and liabilities, additional transfers | $ 0 | $ 0 | |
Senior Notes Payable [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Senior notes | 150,000,000 | $ 75,000,000 | |
Senior notes, fair value | $ 150,300,000 | $ 75,900,000 |
Fair Value Measurement - Summ37
Fair Value Measurement - Summary of Changes in Fair Value of Recurring Fair Value Measurements Using Unobservable Inputs (Detail) - Level 3 [Member] - Contingent Consideration [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance beginning | $ 1,348 | $ 2,858 |
Change in fair value | 26 | 24 |
Payments of contingent consideration liability | (516) | (683) |
Balance ending | $ 858 | $ 2,199 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | |
South American Joint Venture [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of debt guarantee | 50.00% | ||
Maximum potential payment under guarantee | $ 11,000,000 | ||
Maximum borrowings permitted under credit facility | $ 22,000,000 | ||
Debt, expiration date | Dec. 31, 2020 | ||
Outstanding letters of credit | $ 15,400,000 | $ 16,000,000 | |
Sales with related parties | 600,000 | $ 200,000 | |
Sale with joint ventures | $ 300,000 | ||
South American Joint Venture [Member] | US Dollar Denominated Loans [Member] | |||
Related Party Transaction [Line Items] | |||
Outstanding letters of credit | $ 0 | ||
South American Joint Venture [Member] | Chilean Peso Denominated Loans [Member] | |||
Related Party Transaction [Line Items] | |||
Weighted average interest rate | 6.00% | ||
BaySaver [Member] | |||
Related Party Transaction [Line Items] | |||
Company's ownership percentage | 65.00% | ||
Tigre-ADS USA [Member] | |||
Related Party Transaction [Line Items] | |||
Company's ownership percentage | 49.00% | 49.00% | |
Percentage of debt guarantee | 49.00% | ||
Maximum potential payment under guarantee | $ 3,200,000 | ||
Debt, expiration date | Oct. 11, 2017 | ||
Outstanding letters of credit | $ 6,500,000 | 6,500,000 | |
Weighted average interest rate | 3.85% | ||
Purchases from related party | $ 600,000 | $ 400,000 | |
Pipe Sales Joint Venture Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from sales | 0 | 0 | |
Outstanding receivables from related party | 200,000 | $ 200,000 | |
Maximum [Member] | South American Joint Venture [Member] | |||
Related Party Transaction [Line Items] | |||
Sale with joint ventures | 100,000 | ||
Maximum [Member] | ADS and BaySaver [Member] | |||
Related Party Transaction [Line Items] | |||
Sales with related parties | $ 100,000 | $ 100,000 | |
Consolidated Entity Excluding Variable Interest Entities (VIE) [Member] | |||
Related Party Transaction [Line Items] | |||
Company's ownership percentage | 51.00% | 51.00% | |
Guarantee percentage on credit facility | 100.00% | ||
Maximum potential guarantee payments | $ 12,000,000 | ||
Guarantee description | The Company is the guarantor of 100% of a second credit facility for ADS Mexicana | ||
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 | $ 100,000 | $ 100,000 |
Debt - Long-Term Debt (Detail)
Debt - Long-Term Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Debt Instrument [Line Items] | ||
Total | $ 408,622 | $ 350,361 |
Unamortized debt issuance costs | (3,609) | (1,723) |
Current maturities | (27,301) | (37,789) |
Long-term debt obligation | 377,712 | 310,849 |
Equipment Financing [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | 4,002 | 4,216 |
ADS [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | 252,500 | 194,300 |
ADS Mexicana [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | 500 | 1,500 |
ADS Mexicana [Member] | Scotia Bank Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | 1,000 | |
Term Note [Member] | ||
Debt Instrument [Line Items] | ||
Term Note | 72,500 | |
Senior Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes | 150,000 | 75,000 |
Industrial Revenue Bonds [Member] | ||
Debt Instrument [Line Items] | ||
Industrial revenue bonds | $ 1,620 | $ 1,845 |
Debt (Master Loan and Security
Debt (Master Loan and Security Agreement) - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Jun. 30, 2016 | |
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 | $ 4,600,000 | |
Weighted average fixed interest rate | 2.72% | |
Aggregate loan amount | $ 4,200,000 | |
Amortization period of the principal amount | 5 years |
Debt (Events Related to the Sec
Debt (Events Related to the Secured Bank Term Loans) - Additional Information (Detail) - Interest Rate Swaps [Member] - LIBOR [Member] | Jun. 28, 2017USD ($) |
Debt Instrument [Line Items] | |
Description of variable rate basis | 30-Day LIBOR |
Notional amount | $ 100,000,000 |
Fixed rate of interest | 1.8195% |
Maturity period | 5 years |
Debt (Events Related to the Sen
Debt (Events Related to the Senior Notes) - Additional Information (Detail) - Shelf Notes [Member] - USD ($) | Jun. 28, 2017 | Jun. 30, 2017 |
Debt Instrument [Line Items] | ||
Principal amount | $ 75,000,000 | |
Fixed rate of interest | 3.53% | |
Maturity period | 7 years | |
Debt instrument leverage fee | The rate is subject to an additional 100 basis point excess leverage fee if the calculated leverage ratio exceeds 3 to 1 at the end of a fiscal quarter. | |
Excess leverage fee | 1.00% | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Calculated leverage ratio for additional fee | 3.00% |
Debt (Secured Bank Term Loans)
Debt (Secured Bank Term Loans) - Additional Information (Detail) | Jun. 22, 2017USD ($) | Jun. 30, 2017Covenant | Jun. 30, 2016Covenant |
Debt Instrument [Line Items] | |||
Number of financial convenants | Covenant | 2 | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Maximum borrowings permitted under credit facility | $ 550,000,000 | ||
Line of credit facility, Increase | $ 150,000,000 | ||
Weighted average interest rate | 2.87% | ||
Credit agreement expiration date | Jun. 22, 2022 | ||
Secured Bank Term Loans [Member] | |||
Debt Instrument [Line Items] | |||
Number of financial convenants | Covenant | 2 | ||
Debt instrument, description | The Credit Agreement Leverage Ratio generally requires that at the end of any fiscal quarter, for the four fiscal quarters then ended, the Company will not permit the ratio of its total consolidated indebtedness to the Company’s Consolidated EBITDA (as defined in the Credit Agreement) to be greater than 4.00 to 1.00 (or 4.25 to 1.00 as of the date of any acquisitions permitted under the Credit Agreement for which the aggregate consideration is $100.0 million or greater). | ||
Secured Bank Term Loans [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Ratio of indebtedness | 0.0400 | ||
Secured Bank Term Loans [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Ratio of indebtedness | 0.0425 | ||
Aggregate consideration | $ 100,000,000 | ||
Ratio of EBITDA to Interest expense payable | 0.0300 |
Debt (Senior Notes) - Additiona
Debt (Senior Notes) - Additional Information (Detail) | Jun. 22, 2017USD ($) | Jun. 30, 2017Covenant |
Debt Instrument [Line Items] | ||
Number of financial convenants | Covenant | 2 | |
Secured Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 175,000,000 | |
Debt instrument, description | The Private Self Agreement Leverage Ratio generally requires that at the end of any fiscal quarter, for the four fiscal quarters then ended, the Company will not permit the ratio of its total consolidated indebtedness to the Company’s Consolidated EBITDA (as defined in the Private Shelf Agreement) to be greater than 4.00 to 1.00 (or 4.25 to 1.00 as of the date of any acquisitions permitted under the Private Self Agreement for which the aggregate consideration is $100.0 million or greater). | |
Secured Senior Notes [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Maturity period | 10 years | |
Ratio of indebtedness | 0.0400 | |
Secured Senior Notes [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Ratio of indebtedness | 0.0425 | |
Aggregate consideration | $ 100,000 | |
Ratio of EBITDA to Interest expense payable | 0.0300 |
Debt - Maturities of Long-term
Debt - Maturities of Long-term Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 |
Debt Disclosure [Abstract] | ||
2,018 | $ 27,301 | |
2,019 | 26,626 | |
2,020 | 25,941 | |
2,021 | 967 | |
2,022 | 252,787 | |
Thereafter | 75,000 | |
Total | $ 408,622 | $ 350,361 |
Derivative Transactions - Sched
Derivative Transactions - Schedule of Cash Settlements and Net Losses and Net (Gains) on Mark-to-Market Adjustments for Changes in Fair Value of Derivative Contracts (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Derivatives, Fair Value [Line Items] | ||
Total net unrealized mark-to-market (gains) losses | $ 191 | $ (4,907) |
Total net realized losses | 52 | 3,778 |
Propylene Swaps [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Total net unrealized mark-to-market (gains) losses | (3,313) | |
Total net realized losses | 3,072 | |
Diesel Fuel Contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Total net unrealized mark-to-market (gains) losses | 276 | (1,472) |
Total net realized losses | 52 | 706 |
Interest Rate Swaps [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Total net unrealized mark-to-market (gains) losses | $ (85) | $ (122) |
Derivative Transactions - Addit
Derivative Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Derivatives, Fair Value [Line Items] | ||
Other non-operating income | $ 954 | $ 3,037 |
Gain On Derivative Instruments And Other Income, Net [Member] | Derivatives Contracts [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Other non-operating income | $ 1,200 | $ 1,900 |
Commitments and Contingencies (
Commitments and Contingencies (Purchase Commitments) - Additional Information (Detail) - Inventory [Member] $ in Millions | 3 Months Ended |
Jun. 30, 2017USD ($) | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
Purchase contracts period range, start | 1 month |
Purchase contracts period range, end | 12 months |
Total purchase commitment | $ 12.1 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 34.80% | 42.10% |
Federal statutory rate | 35.00% | |
Discrete income tax benefit | $ 1 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 1,690 | $ 9,020 |
Non-Employee Director [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | 238 | |
Liability-Classified Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | 8,836 | |
Equity-Classified Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | 1,084 | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | 368 | 184 |
Cost of Goods Sold [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | 45 | 100 |
Selling Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | 25 | 300 |
General and Administrative Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense | $ 1,620 | $ 8,620 |
Stock-Based Compensation (Stock
Stock-Based Compensation (Stock Options) - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Apr. 01, 2017 | Mar. 31, 2017 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Paid-in capital | $ 774,874 | $ 13,700 | $ 755,787 |
Net Income Per Share and Stoc52
Net Income Per Share and Stockholders' Equity - Summary of Net Income Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
NET INCOME PER SHARE—BASIC: | ||
Net income attributable to ADS | $ 17,742 | $ 18,273 |
Accretion of Redeemable noncontrolling interest | (362) | |
Dividends to Redeemable convertible preferred stockholders | (489) | (425) |
Dividends paid to unvested restricted stockholders | (19) | (30) |
Net income available to common stockholders and participating securities | 17,234 | 17,456 |
Undistributed income allocated to participating securities | (1,429) | (1,524) |
Net income available to common stockholders | $ 15,805 | $ 15,932 |
Weighted average number of common shares outstanding – Basic | 55,303 | 54,071 |
Net income per common share – Basic | $ 0.29 | $ 0.29 |
NET INCOME PER SHARE—DILUTED: | ||
Net income available to common stockholders – Diluted | $ 15,805 | $ 15,932 |
Weighted average number of common shares outstanding – Basic | 55,303 | 54,071 |
Assumed exercise of stock options | 707 | 857 |
Weighted average number of common shares outstanding – Diluted | 56,010 | 54,928 |
Net income per common share – Diluted | $ 0.28 | $ 0.29 |
Potentially dilutive securities excluded as anti-dilutive | 6,459 | 6,444 |
Net Income Per Share and Stoc53
Net Income Per Share and Stockholders' Equity - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Feb. 28, 2017 | |
Equity Class Of Treasury Stock [Line Items] | ||
Repurchases of common stock | $ 7,947 | |
Stock repurchase program amount authorized | $ 50,000 | |
Common Stock [Member] | ||
Equity Class Of Treasury Stock [Line Items] | ||
Common stock repurchases, Shares | 400,000 | |
Repurchases of common stock | $ 7,900 |
Business Segments Information -
Business Segments Information - Additional Information (Detail) | 3 Months Ended |
Jun. 30, 2017Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Number of operating segments | 2 |
Business Segments Information55
Business Segments Information - Schedule of Revenue from Reportable Segments by Product Type (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Segment Reporting Information [Line Items] | ||
Total Net sales | $ 358,359 | $ 357,576 |
Domestic [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Net sales | 319,497 | 312,763 |
Domestic [Member] | Pipe [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Net sales | 226,191 | 223,310 |
Domestic [Member] | Allied Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Net sales | 93,306 | 89,453 |
International Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Net sales | 38,862 | 44,813 |
International Segment [Member] | Pipe [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Net sales | 29,769 | 34,372 |
International Segment [Member] | Allied Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Net sales | $ 9,093 | $ 10,441 |
Business Segments Information56
Business Segments Information - Schedule of Additional Financial Information Attributable to Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 358,359 | $ 357,576 | |
Segment Adjusted EBITDA | 60,345 | 71,808 | |
Interest expense | 4,479 | 4,784 | |
Income tax expense | 9,746 | 14,194 | |
Depreciation and amortization | 18,221 | 18,026 | |
Equity in net (income) loss of unconsolidated affiliates | (248) | 96 | |
Capital expenditures | 17,949 | 12,595 | |
Investments in unconsolidated affiliates | 9,234 | $ 8,986 | |
Total identifiable assets | 1,113,329 | 1,046,285 | |
Intersegment Eliminations [Member] | |||
Segment Reporting Information [Line Items] | |||
Total identifiable assets | (21,241) | (5,708) | |
Domestic [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 319,497 | 312,763 | |
Segment Adjusted EBITDA | 55,089 | 64,640 | |
Interest expense | 4,385 | 4,673 | |
Income tax expense | 9,515 | 12,153 | |
Depreciation and amortization | 16,263 | 15,678 | |
Equity in net (income) loss of unconsolidated affiliates | 218 | (17) | |
Capital expenditures | 17,108 | 11,495 | |
Investments in unconsolidated affiliates | 2,209 | 2,427 | |
Total identifiable assets | 986,426 | 917,006 | |
International Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 38,862 | 44,813 | |
Segment Adjusted EBITDA | 5,256 | 7,168 | |
Interest expense | 94 | 111 | |
Income tax expense | 231 | 2,041 | |
Depreciation and amortization | 1,958 | 2,348 | |
Equity in net (income) loss of unconsolidated affiliates | (466) | 113 | |
Capital expenditures | 841 | $ 1,100 | |
Investments in unconsolidated affiliates | 7,025 | 6,559 | |
Total identifiable assets | $ 148,144 | $ 134,987 |
Business Segments Information57
Business Segments Information - Schedule of Reconciliation of Segment Adjusted EBITDA to Net Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Net income | $ 17,742 | $ 18,273 |
Interest expense | 4,479 | 4,784 |
Income tax expense | 9,746 | 14,194 |
Fair market value adjustments to derivatives | 191 | (4,907) |
Loss (gain) on disposal of assets and costs from exit and disposal activities | 3,423 | 202 |
Stock-based compensation expense | 1,690 | 9,020 |
Domestic [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Net income | 15,150 | 15,422 |
Depreciation and amortization | 16,263 | 15,678 |
Interest expense | 4,385 | 4,673 |
Income tax expense | 9,515 | 12,153 |
Segment EBITDA | 45,313 | 47,926 |
Fair market value adjustments to derivatives | 191 | (4,907) |
Loss (gain) on disposal of assets and costs from exit and disposal activities | 3,319 | 270 |
Unconsolidated affiliates interest, tax, depreciation and amortization | 294 | 279 |
Contingent consideration remeasurement | 26 | 24 |
Stock-based compensation expense | 1,690 | 9,020 |
ESOP deferred compensation | 2,614 | 2,737 |
Expense related to executive termination payments | 15 | 79 |
Transaction costs | 167 | |
Restatement-related costs | 1,460 | 9,212 |
Segment Adjusted EBITDA | 55,089 | 64,640 |
International Segment [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Net income | 3,324 | 3,999 |
Depreciation and amortization | 1,958 | 2,348 |
Interest expense | 94 | 111 |
Income tax expense | 231 | 2,041 |
Segment EBITDA | 5,607 | 8,499 |
Foreign currency transaction gains | (869) | (1,762) |
Loss (gain) on disposal of assets and costs from exit and disposal activities | 104 | (68) |
Unconsolidated affiliates interest, tax, depreciation and amortization | 414 | 499 |
Segment Adjusted EBITDA | $ 5,256 | $ 7,168 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Aug. 01, 2017 | Jun. 30, 2017 |
Duraslot, Inc [Member] | ||
Subsequent Event [Line Items] | ||
Date of acquisition of business | Aug. 1, 2017 | |
Second Quarter | ||
Subsequent Event [Line Items] | ||
Dividend payable date | Sep. 15, 2017 | |
Dividend payable, date of record | Sep. 1, 2017 | |
Subsequent Event [Member] | Duraslot, Inc [Member] | ||
Subsequent Event [Line Items] | ||
Acquisition of business | $ 2.3 | |
Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Cash dividend declared | $ 0.07 |