Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2019 | Jan. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2019 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | ADVANCED DRAINAGE SYSTEMS, INC. | |
Entity Central Index Key | 0001604028 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 68,785,918 | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-36557 | |
Entity Tax Identification Number | 51-0105665 | |
Entity Address, Address Line One | 4640 Trueman Boulevard | |
Entity Address, City or Town | Hilliard | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 43026 | |
City Area Code | 614 | |
Local Phone Number | 658-0050 | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of each class | Common Stock, $0.01 par value per share | |
Trading Symbol(s) | WMS | |
Name of each exchange on which registered | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Current assets: | ||
Cash | $ 98,312 | $ 8,891 |
Receivables (less allowance for doubtful accounts of $5,150 and $7,653, respectively) | 156,973 | 186,991 |
Inventories | 261,347 | 264,540 |
Other current assets | 9,153 | 6,091 |
Total current assets | 525,785 | 466,513 |
Property, plant and equipment, net | 488,386 | 398,891 |
Other assets: | ||
Goodwill | 668,154 | 102,638 |
Intangible assets, net | 498,113 | 37,177 |
Other assets | 68,737 | 36,940 |
Total assets | 2,249,175 | 1,042,159 |
Current liabilities: | ||
Current maturities of debt obligations | 7,954 | 25,932 |
Current maturities of finance lease obligations | 21,413 | 23,117 |
Accounts payable | 78,292 | 93,577 |
Other accrued liabilities | 106,527 | 61,901 |
Accrued income taxes | 7,899 | 1,758 |
Total current liabilities | 222,085 | 206,285 |
Long-term debt obligations (less unamortized debt issuance costs of $2,507 and $2,293, respectively) | 991,267 | 208,602 |
Long-term finance lease obligations | 48,604 | 61,555 |
Deferred tax liabilities | 156,707 | 45,963 |
Other liabilities | 34,112 | 19,119 |
Total liabilities | 1,452,775 | 541,524 |
Commitments and contingencies (see Note 12) | ||
Mezzanine equity: | ||
Redeemable convertible preferred stock: $0.01 par value; 47,070 shares authorized; 44,170 shares issued; 22,072 and 22,611 shares outstanding, respectively | 275,896 | 282,638 |
Deferred compensation – unearned ESOP shares | (25,471) | (180,316) |
Total mezzanine equity | 250,425 | 102,322 |
Stockholders’ equity: | ||
Common stock; $0.01 par value: 1,000,000 shares authorized; 69,260 and 57,964 shares issued, respectively; 68,775 and 57,490 shares outstanding, respectively | 11,549 | 11,436 |
Paid-in capital | 817,028 | 391,039 |
Common stock in treasury, at cost | (10,200) | (9,863) |
Accumulated other comprehensive loss | (24,969) | (25,867) |
Retained (deficit) earnings | (261,986) | 17,582 |
Total ADS stockholders’ equity | 531,422 | 384,327 |
Noncontrolling interest in subsidiaries | 14,553 | 13,986 |
Total stockholders’ equity | 545,975 | 398,313 |
Total liabilities, mezzanine equity and stockholders’ equity | $ 2,249,175 | $ 1,042,159 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Allowance for doubtful accounts | $ 5,150 | $ 7,653 |
Unamortized debt issuance costs | $ 2,507 | $ 2,293 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 68,775,000 | 57,490,000 |
Common stock, shares outstanding | 68,775,000 | 57,490,000 |
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 | 22,072,000 | 22,611,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net sales | $ 393,424 | $ 318,113 | $ 1,303,037 | $ 1,112,515 |
Cost of goods sold | 270,066 | 245,714 | 926,703 | 845,052 |
Cost of goods sold - ESOP special dividend compensation | 168,610 | |||
Gross profit | 123,358 | 72,399 | 207,724 | 267,463 |
Operating expenses: | ||||
Selling | 29,967 | 23,260 | 86,303 | 72,156 |
General and administrative | 37,023 | 22,116 | 116,486 | 65,082 |
Loss on disposal of assets and costs from exit and disposal activities | 1,755 | 144 | 4,466 | 1,572 |
Intangible amortization | 13,593 | 1,976 | 24,435 | 5,945 |
Income (loss) from operations | 41,020 | 24,903 | (102,108) | 122,708 |
Other expense: | ||||
Interest expense | 13,191 | 5,695 | 70,787 | 14,028 |
Derivative loss (gains) and other expense (income), net | 39 | 634 | 118 | (86) |
Income (loss) before income taxes | 27,790 | 18,574 | (173,013) | 108,766 |
Income tax expense | 4,032 | 2,490 | 22,855 | 28,968 |
Equity in net loss (income) of unconsolidated affiliates | 99 | (466) | (538) | 225 |
Net income (loss) | 23,659 | 16,550 | (195,330) | 79,573 |
Less: net income attributable to noncontrolling interest | 371 | 738 | 149 | 2,811 |
Net income (loss) attributable to ADS | $ 23,288 | $ 15,812 | $ (195,479) | $ 76,762 |
Weighted average common shares outstanding: | ||||
Basic | 68,508 | 57,180 | 62,119 | 56,925 |
Diluted | 69,298 | 57,685 | 62,119 | 57,482 |
Net income (loss) per share: | ||||
Basic | $ 0.28 | $ 0.25 | $ (3.31) | $ 1.22 |
Diluted | $ 0.28 | $ 0.25 | $ (3.31) | $ 1.20 |
ESOP special dividend compensation [Member] | ||||
Operating expenses: | ||||
Selling, general and administrative - ESOP special dividend compensation | $ 78,142 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 23,659 | $ 16,550 | $ (195,330) | $ 79,573 |
Currency translation (loss) gain | 2,062 | (5,642) | 1,316 | (7,617) |
Comprehensive income (loss) | 25,721 | 10,908 | (194,014) | 71,956 |
Less: other comprehensive (loss) income attributable to noncontrolling interest | 604 | (810) | 418 | (1,189) |
Less: net income attributable to noncontrolling interest | 371 | 738 | 149 | 2,811 |
Total comprehensive income (loss) attributable to ADS | $ 24,746 | $ 10,980 | $ (194,581) | $ 70,334 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities | ||
Net (loss) income | $ (195,330) | $ 79,573 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 74,432 | 52,912 |
Deferred income taxes | (1,098) | 2,316 |
Loss on disposal of assets and costs from exit and disposal activities | 4,466 | 1,572 |
ESOP and stock-based compensation | 27,365 | 16,142 |
ESOP special dividend compensation | 246,752 | |
Amortization of deferred financing charges | 34,380 | 561 |
Inventory step up related to Infiltrator Water Technologies acquisition | 7,880 | |
Fair market value adjustments to derivatives | 903 | 1,976 |
Equity in net (income) loss of unconsolidated affiliates | (538) | 225 |
Other operating activities | (6,013) | (3,493) |
Changes in working capital: | ||
Receivables | 50,865 | 16,768 |
Inventories | 43,317 | 15,705 |
Prepaid expenses and other current assets | (1,417) | (2,562) |
Accounts payable, accrued expenses, and other liabilities | 10,354 | (33,673) |
Net cash provided by operating activities | 296,318 | 148,022 |
Cash Flows from Investing Activities | ||
Capital expenditures | (46,293) | (31,130) |
Acquisition of Infiltrator Water Technologies, net of cash acquired | (1,089,322) | |
Other investing activities | (247) | 1,109 |
Net cash used in investing activities | (1,135,862) | (30,021) |
Cash Flows from Financing Activities | ||
Proceeds from Term Loan Facility | 1,300,000 | |
Payments on Term Loan Facility | (1,300,000) | |
Proceeds from syndication of Term Loan Facility | 700,000 | |
Payments on syndicated Term Loan Facility | (50,000) | |
Proceeds from Senior Notes | 350,000 | |
Proceeds from Credit Agreement | 177,900 | |
Payments on Credit Agreement | (177,900) | |
Debt issuance costs | (34,606) | |
Payments on Prudential Senior Notes | (100,000) | (25,000) |
Payments on finance lease obligations | (18,424) | (17,791) |
Proceeds from common stock offering, net of offering costs | 293,648 | |
Acquisition of noncontrolling interest in BaySaver | (8,821) | |
Cash dividends paid | (83,846) | (21,084) |
Proceeds from exercise of stock options | 6,280 | 3,937 |
Other financing activities | (236) | (1,620) |
Net cash provided by (used in) financing activities | 928,416 | (115,379) |
Effect of exchange rate changes on cash | 549 | (451) |
Net change in cash | 89,421 | 2,171 |
Cash at beginning of period | 8,891 | 17,587 |
Cash at end of period | 98,312 | 19,758 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for income taxes | 9,450 | 27,459 |
Cash paid for interest | 23,992 | 11,506 |
Non-cash operating, investing and financing activities: | ||
Balance in accounts payable for the acquisition of property, plant and equipment | 4,129 | 2,381 |
PNC Credit Agreement [Member] | ||
Cash Flows from Financing Activities | ||
Proceeds from Credit Agreement | 253,900 | 331,600 |
Payments on Credit Agreement | $ (388,300) | $ (376,600) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Mezzanine Equity - USD ($) shares in Thousands, $ in Thousands | Total | Redeemable Non-controlling Interest in Subsidiaries [Member] | Redeemable Convertible Preferred Stock [Member] | Deferred Compensation - Unearned ESOP Shares [Member] | Total Mezzanine Equity [Member] |
Beginning Balance, Value at Mar. 31, 2018 | $ 8,471 | $ 291,247 | $ (190,168) | $ 109,550 | |
Beginning Balance, Shares at Mar. 31, 2018 | 23,300 | 15,219 | |||
Net income (loss) | 832 | 832 | |||
Other comprehensive income | $ (7,617) | ||||
Redeemable convertible preferred stock dividends | (1,442) | ||||
Common stock dividends | (13,751) | ||||
Dividend paid to non-controlling interest holder | (4,560) | (1,075) | (1,075) | ||
Allocation of ESOP shares to participants for compensation | 3,925 | $ 7,188 | 7,188 | ||
Allocation of ESOP shares to participants for Compensation, Shares | (575) | ||||
Exercise of common stock options | 3,172 | ||||
Restricted stock awards | (72) | ||||
Stock-based compensation expense | 5,029 | ||||
ESOP distribution in common stock | $ (6,130) | (6,130) | |||
ESOP distribution in common stock, Shares | (490) | ||||
Acquisition of noncontrolling interest in BaySaver | (963) | (8,228) | (8,228) | ||
Ending Balance, Value at Dec. 31, 2018 | $ 285,117 | $ (182,980) | 102,137 | ||
Ending Balance, Shares at Dec. 31, 2018 | 22,810 | 14,644 | |||
Beginning Balance, Value at Sep. 30, 2018 | 8,968 | $ 285,117 | $ (185,376) | 108,709 | |
Beginning Balance, Shares at Sep. 30, 2018 | 22,810 | 14,836 | |||
Other comprehensive income | (5,642) | ||||
Redeemable convertible preferred stock dividends | (467) | ||||
Common stock dividends | (4,621) | ||||
Dividend paid to non-controlling interest holder | (3,825) | (740) | (740) | ||
Allocation of ESOP shares to participants for compensation | 328 | $ 2,396 | 2,396 | ||
Allocation of ESOP shares to participants for Compensation, Shares | (192) | ||||
Exercise of common stock options | 401 | ||||
Restricted stock awards | (19) | ||||
Stock-based compensation expense | 1,658 | ||||
Acquisition of noncontrolling interest in BaySaver | (963) | $ (8,228) | (8,228) | ||
Ending Balance, Value at Dec. 31, 2018 | $ 285,117 | $ (182,980) | 102,137 | ||
Ending Balance, Shares at Dec. 31, 2018 | 22,810 | 14,644 | |||
Beginning Balance, Value at Mar. 31, 2019 | 102,322 | $ 282,638 | $ (180,316) | 102,322 | |
Beginning Balance, Shares at Mar. 31, 2019 | 22,611 | 14,452 | |||
Other comprehensive income | 1,316 | ||||
Redeemable convertible preferred stock dividends | (9,530) | ||||
Common stock dividends | (74,559) | ||||
Allocation of ESOP shares to participants for compensation | 9,199 | $ 9,282 | 9,282 | ||
Allocation of ESOP shares to participants for Compensation, Shares | (743) | ||||
ESOP special dividend compensation | $ 145,563 | 145,563 | |||
ESOP special dividend compensation, shares | (11,645) | ||||
Exercise of common stock options | 6,077 | ||||
Restricted stock awards | (129) | ||||
Stock-based compensation expense | 8,884 | ||||
ESOP distribution in common stock | $ (6,742) | (6,742) | |||
ESOP distribution in common stock, Shares | (539) | ||||
Common Stock Offering, Value | 293,648 | ||||
Other | 155 | ||||
Ending Balance, Value at Dec. 31, 2019 | 250,425 | $ 275,896 | $ (25,471) | 250,425 | |
Ending Balance, Shares at Dec. 31, 2019 | 22,072 | 2,064 | |||
Beginning Balance, Value at Sep. 30, 2019 | $ 279,785 | $ (28,565) | 251,220 | ||
Beginning Balance, Shares at Sep. 30, 2019 | 22,383 | 2,312 | |||
Other comprehensive income | 2,062 | ||||
Redeemable convertible preferred stock dividends | (1,335) | ||||
Common stock dividends | (6,214) | ||||
Allocation of ESOP shares to participants for compensation | 4,317 | $ 3,094 | 3,094 | ||
Allocation of ESOP shares to participants for Compensation, Shares | (248) | ||||
Exercise of common stock options | 3,852 | ||||
Restricted stock awards | (38) | ||||
Stock-based compensation expense | 3,872 | ||||
ESOP distribution in common stock | $ (3,889) | (3,889) | |||
ESOP distribution in common stock, Shares | (311) | ||||
Other | 155 | ||||
Ending Balance, Value at Dec. 31, 2019 | $ 250,425 | $ 275,896 | $ (25,471) | $ 250,425 | |
Ending Balance, Shares at Dec. 31, 2019 | 22,072 | 2,064 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Paid-In Capital [Member] | Common Stock in Treasury [Member] | Accumulated Other Comprehensive Loss [Member] | Retained (Deficit) Earnings [Member] | Total ADS Stockholders' Equity [Member] | Non-controlling Interest in Subsidiaries [Member] |
Beginning Balance, Value at Mar. 31, 2018 | $ 324,259 | $ 11,426 | $ 364,908 | $ (8,277) | $ (21,247) | $ (39,214) | $ 307,596 | $ 16,663 |
Beginning Balance, Shares at Mar. 31, 2018 | 56,889 | 413 | ||||||
Net income (loss) | 78,741 | 76,762 | 76,762 | 1,979 | ||||
Other comprehensive income | (7,617) | (6,428) | (6,428) | (1,189) | ||||
Redeemable convertible preferred stock dividends | (1,442) | (1,442) | (1,442) | |||||
Common stock dividends | (13,751) | (13,751) | (13,751) | |||||
Dividend paid to non-controlling interest holder | (4,560) | (4,560) | ||||||
Allocation of ESOP shares to participants for compensation | 3,925 | 3,925 | 3,925 | |||||
Exercise of common stock options | 3,172 | $ 2 | 3,937 | $ (767) | 3,172 | |||
Exercise of common stock options, Shares | 277 | 28 | ||||||
Restricted stock awards | (72) | $ 1 | $ (73) | (72) | ||||
Restricted stock awards, Shares | 93 | 3 | ||||||
Stock-based compensation expense | 5,029 | 5,029 | 5,029 | |||||
ESOP distribution in common stock | 6,130 | $ 4 | 6,126 | 6,130 | ||||
ESOP distributions in common stock, Shares | 375 | |||||||
Acquisition of noncontrolling interest in BaySaver | (963) | (625) | (338) | (963) | ||||
Ending Balance, Value at Dec. 31, 2018 | 392,851 | $ 11,433 | 383,300 | $ (9,117) | (27,675) | 22,017 | 379,958 | 12,893 |
Ending Balance, Shares at Dec. 31, 2018 | 57,634 | 444 | ||||||
Beginning Balance, Value at Sep. 30, 2018 | 389,451 | $ 11,433 | 381,475 | $ (9,035) | (22,843) | 11,631 | 372,661 | 16,790 |
Beginning Balance, Shares at Sep. 30, 2018 | 57,525 | 441 | ||||||
Net income (loss) | 16,550 | 15,812 | 15,812 | 738 | ||||
Other comprehensive income | (5,642) | (4,832) | (4,832) | (810) | ||||
Redeemable convertible preferred stock dividends | (467) | (467) | (467) | |||||
Common stock dividends | (4,621) | (4,621) | (4,621) | |||||
Dividend paid to non-controlling interest holder | (3,825) | (3,825) | ||||||
Allocation of ESOP shares to participants for compensation | 328 | 328 | 328 | |||||
Exercise of common stock options | 401 | 464 | $ (63) | 401 | ||||
Exercise of common stock options, Shares | 35 | 2 | ||||||
Restricted stock awards | (19) | $ (19) | (19) | |||||
Restricted stock awards, Shares | 74 | 1 | ||||||
Stock-based compensation expense | 1,658 | 1,658 | 1,658 | |||||
Acquisition of noncontrolling interest in BaySaver | (963) | (625) | (338) | (963) | ||||
Ending Balance, Value at Dec. 31, 2018 | 392,851 | $ 11,433 | 383,300 | $ (9,117) | (27,675) | 22,017 | 379,958 | 12,893 |
Ending Balance, Shares at Dec. 31, 2018 | 57,634 | 444 | ||||||
Beginning Balance, Value at Mar. 31, 2019 | 398,313 | $ 11,436 | 391,039 | $ (9,863) | (25,867) | 17,582 | 384,327 | 13,986 |
Beginning Balance, Shares at Mar. 31, 2019 | 57,964 | 474 | ||||||
Net income (loss) | (195,330) | (195,479) | (195,479) | 149 | ||||
Other comprehensive income | 1,316 | 898 | 898 | 418 | ||||
Redeemable convertible preferred stock dividends | (9,530) | (9,530) | (9,530) | |||||
Common stock dividends | (74,559) | (74,559) | (74,559) | |||||
Allocation of ESOP shares to participants for compensation | 9,199 | 9,199 | 9,199 | |||||
ESOP special dividend compensation | 101,189 | 101,189 | 101,189 | |||||
Exercise of common stock options | 6,077 | $ 4 | 6,280 | $ (207) | 6,077 | |||
Exercise of common stock options, Shares | 441 | 7 | ||||||
Restricted stock awards | (129) | $ 1 | $ (130) | (129) | ||||
Restricted stock awards, Shares | 90 | 4 | ||||||
Stock-based compensation expense | 8,884 | 8,884 | 8,884 | |||||
ESOP distribution in common stock | 6,742 | $ 4 | 6,738 | 6,742 | ||||
ESOP distributions in common stock, Shares | 415 | |||||||
Common Stock Offering, Value | 293,648 | $ 104 | 293,544 | 293,648 | ||||
Common Stock Offering, Shares | 10,350 | |||||||
Other | 155 | 155 | 155 | |||||
Ending Balance, Value at Dec. 31, 2019 | 545,975 | $ 11,549 | 817,028 | $ (10,200) | (24,969) | (261,986) | 531,422 | 14,553 |
Ending Balance, Shares at Dec. 31, 2019 | 69,260 | 485 | ||||||
Beginning Balance, Value at Sep. 30, 2019 | 511,756 | $ 11,545 | 800,947 | $ (10,162) | (26,427) | (277,725) | 498,178 | 13,578 |
Beginning Balance, Shares at Sep. 30, 2019 | 68,746 | 484 | ||||||
Net income (loss) | 23,659 | 23,288 | 23,288 | 371 | ||||
Other comprehensive income | 2,062 | 1,458 | 1,458 | 604 | ||||
Redeemable convertible preferred stock dividends | (1,335) | (1,335) | (1,335) | |||||
Common stock dividends | (6,214) | (6,214) | (6,214) | |||||
Allocation of ESOP shares to participants for compensation | 4,317 | 4,317 | 4,317 | |||||
Exercise of common stock options | 3,852 | $ 2 | 3,850 | 3,852 | ||||
Exercise of common stock options, Shares | 273 | |||||||
Restricted stock awards | (38) | $ (38) | (38) | |||||
Restricted stock awards, Shares | 2 | 1 | ||||||
Stock-based compensation expense | 3,872 | 3,872 | 3,872 | |||||
ESOP distribution in common stock | 3,889 | $ 2 | 3,887 | 3,889 | ||||
ESOP distributions in common stock, Shares | 239 | |||||||
Other | 155 | 155 | 155 | |||||
Ending Balance, Value at Dec. 31, 2019 | $ 545,975 | $ 11,549 | $ 817,028 | $ (10,200) | $ (24,969) | $ (261,986) | $ 531,422 | $ 14,553 |
Ending Balance, Shares at Dec. 31, 2019 | 69,260 | 485 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Stockholders Equity [Abstract] | ||||
Common stock dividend per share | $ 0.09 | $ 0.08 | $ 1.27 | $ 0.24 |
Background and Summary of Signi
Background and Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2019 | |
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. On July 31, 2019, the Company completed its acquisition (the “Acquisition”) of Infiltrator Water Technologies Ultimate Holdings, Inc. (“Infiltrator Water Technologies”). Infiltrator Water Technologies is a leading national provider of plastic leach field chambers and systems, septic tanks and accessories, primarily for use in residential applications. Infiltrator Water Technologies’ products are used in on-site septic wastewater treatment systems in the United States and Canada. Infiltrator Water Technologies manufactures and sells StormTech and ARC Septic Chambers to certain entities affiliated with ADS. See “Note 3. Acquisitions” for additional information on the Acquisition. The Company is managed and reports results of operations in three reportable segments: Pipe, Infiltrator Water Technologies and International. The Company also reports the results of its Allied Products and all other business segments as Allied Products and Other. 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, 2019 was derived from audited financial statements included in the Annual Report on Form 10-K for the year ended March 31, 2019 (“Fiscal 2019 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 December 31, 2019 and the results of operations and cash flows for the three and nine months ended December 31, 2019. 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 2019 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 Leases - In February 2016, the Financial Accounting Standards Board (the “FASB”) issued an accounting standard update (“ASU”) which amends the guidance for leases (“ASC 842”). 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. In July 2018, the FASB amended ASC 842 to provide another transition method, allowing a cumulative effect adjustment to the opening balance of retained earnings during the period of adoption. The Company adopted these standards effective April 1, 2019 using the transition method in the July 2018 ASU which does not require adjustments to comparative periods or require modified disclosures for those periods and includes transition relief practical expedients. “Note 5 . Leases” for further information on the adoption of the new lease ASUs. Hedge Accounting - In August 2017, the FASB issued an ASU which expanded an entity’s ability to apply hedge accounting for non-financial and financial risk components and provided a simplified approach for fair value hedging of interest rate risk. The standard also refined how entities assess hedge effectiveness. The Company adopted this standard effective April 1, 2019. The new standard did not have an impact on the Condensed Consolidated Financial Statements. Recent Accounting Guidance Not Yet Adopted 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 is required to adopt this standard effective April 1, 2020. The Company has formed an internal stakeholder group and is currently evaluating the impact of this standard on the Condensed Consolidated Financial Statements. Except for the pronouncements described above, there have been no new accounting pronouncements issued or adopted since the filing of the Fiscal 2019 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 | 9 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Loss on Disposal of Assets and Costs from Exit and Disposal Activities | 2. In fiscal 2018, the Company initiated restructuring activities (the “2018 Restructuring Plan”), which concluded during fiscal 2019. The Company does not currently have a specified restructuring plan. The following table summarizes the activity included in Loss on disposal of assets and costs from exit and disposal activities recorded during the three and nine months ended December 31, 2019 and 2018: Three Months Ended December 31, Nine Months Ended December 31, 2019 2018 2019 2018 (In thousands) (In thousands) Accelerated depreciation $ — $ — $ — $ 430 Plant severance — 39 — 122 Headcount reduction — 237 — 237 Product optimization — 48 — 351 Other restructuring activities — 114 — 316 Total 2018 Restructuring Plan activities $ — $ 438 $ — $ 1,456 Loss (gain) on other disposals and partial disposals of property, plant and equipment 894 (294 ) 2,045 116 Acquisition related severance and other costs 861 — 2,421 — Total loss on disposal of assets and costs from exit and disposal activities $ 1,755 $ 144 $ 4,466 $ 1,572 Approximately $0.3 million and $1.1million of the Total 2018 Restructuring Plan activities related to the Pipe reporting segment for the three and nine months ended December 31, 2018, respectively. There was $0.1 million and $0.4 million of the Total 2018 Restructuring Plan activities related to the International reporting segment for the three and nine months ended December 31, 2018, respectively. A reconciliation of the beginning and ending amounts of restructuring liability related to the 2018 Restructuring Plan at December 31, 2019 and 2018 is as follows: Nine Months Ended December 31, 2019 2018 (In thousands) Balance at the beginning of the period $ 1,696 $ 3,901 Expenses — 316 Non-cash expenses — 359 Payments (1,008 ) (2,497 ) Balance at the end of the period $ 688 $ 2,079 As of December 31, 2019, the Company had $0.2 million of long-term severance liability related to the restructuring activities recorded in other liabilities in the Condensed Consolidated Balance Sheet. The current portion of the restructuring liability is recorded in Other accrued liabilities in the Condensed Consolidated Balance Sheet. |
Acquisitions
Acquisitions | 9 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | 3. ACQUISITIONS Acquisition of Infiltrator Water Technologies - On July 31, 2019 (the “Closing Date”), the Company completed its Acquisition of Infiltrator Water Technologies pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated July 31, 2019. Infiltrator Water Technologies manufactures and sells wastewater systems for homes and provides drainage chambers for septic and storm water management. The total fair value of consideration transferred was $1,147.2 million. The Merger Agreement was funded through the Bridge Loan Facility as further described in “Note 11. Debt”. The results of operations of Infiltrator Water Technologies are included in the Condensed Consolidated Statements of Operations after July 31, 2019. The following table summarizes the consideration transferred and the preliminary purchase price allocation of the assets acquired and liabilities assumed. The Company’s estimates and assumptions are subject to change during the measurement period (up to one year from the Closing Date), as the Company continues to finalize the valuations of assets acquired and liabilities assumed. Such finalizations may result in material changes from the preliminary purchase price allocations. (Amounts in thousands) Initial Amount Increase to Purchase Price Adjustments to Property, Plant and Equipment Intangible Assets Tax Adjustments Updated Amount Cash $ 57,375 $ — $ — $ — $ — $ 57,375 Total current assets, excluding cash 75,847 — — — — 75,847 Property, plant and equipment, net 98,860 — (6,575 ) — — 92,285 Goodwill 567,034 704 6,575 (10,000 ) 832 565,145 Intangible assets, net 475,000 — — 10,000 — 485,000 Other assets 14,366 — — — — 14,366 Total current liabilities (22,756 ) — — — — (22,756 ) Deferred tax liabilities (109,926 ) — — — (832 ) (110,758 ) Other liabilities (9,274 ) — — — — (9,274 ) Total fair value of consideration transferred $ 1,146,526 $ 704 $ — $ — $ — $ 1,147,230 The fair value of consideration transferred includes $6.0 million of Infiltrator Water Technologies payable to the Company and $6.6 million of Infiltrator Water Technologies receivable due from the Company. The goodwill of $565.1 million represents the excess of consideration transferred over the fair value of assets acquired and liabilities assumed and is attributable to expected revenue synergies, as well as operating efficiencies and cost savings. The goodwill is not deductible for tax purposes and is assigned to the Infiltrator Water Technologies segment. Of the $110.8 million of preliminary purchase price allocated to deferred tax liabilities, $60.7 million related to the step up of GAAP basis for fair market valuations, while the remaining $50.1 million were acquired deferred tax liabilities. Of the total $60.7 million, $58.1 million was attributed to intangible assets. See “Note 13. Income Taxes” for additional information. The purchase price excludes transaction costs. During the three and nine months ended December 31, 2019, the Company incurred $1.8 million and $22.6 million, respectively, of transaction costs related to the Acquisition such as legal, accounting, valuation and other professional services. The Company estimates approximately $7.3 million of transaction costs during the nine months ended December 31, 2019 were not deductible for tax purposes. These costs are included in general and administrative expenses in the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive Income. The identifiable intangible assets recorded in connection with the closing of the Acquisition are based on valuations including customer relationships, patents and developed technology, and tradename and trademarks totaling $485.0 million. Customer relationships are amortized using an accelerated method over an estimated useful life of 15 years. Patents and developed technology and tradename and trademarks are on a straight-line basis over the respective useful lives of 10 and 20 years. (Amounts in thousands) Preliminary fair value Estimated useful lives Customer relationships $ 270,000 15 years Patents and developed technology 150,000 10 years Tradename and trademarks 65,000 20 years Total identifiable intangible assets $ 485,000 The net sales of Infiltrator Water Technologies since the acquisition are included in the Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2019 were $58.5 million and $111.2 million, respectively. The income before taxes of Infiltrator Water Technologies since the acquisition are included in the Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2019 were $7.3 million and $14.2 million, respectively The unaudited pro forma information for the three and nine months ended December 31, 2019 and 2018 presented below includes the effects of the Acquisition as if it had been consummated as of April 1, 2018, with adjustments to give effect to pro forma events that are directly attributable to the Acquisition. Adjustments include those related to the amortization of acquired intangible assets, increases in interest expense due to additional borrowings incurred to finance the Acquisition, transaction costs, the elimination of transactions between the Company and Infiltrator Water Technologies and the estimated tax impacts thereof. The unaudited pro forma information does not reflect any operating efficiency or potential cost savings that could result from the consolidation of Infiltrator Water Technologies. Accordingly, the unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of the actual results of the combined company if the Acquisition had occurred at the beginning of the period presented, nor is it indicative of the future results of operations. Three Months Ended December 31, Nine Months Ended December 31, (Amounts in thousands) 2019 2018 2019 2018 Net sales $ 393,424 $ 364,365 $ 1,389,440 $ 1,281,898 Net income (loss) attributable to ADS 24,630 6,481 (146,147 ) 12,501 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Dec. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 4 . REVENUE RECOGNITION Revenue Disaggregation - The Company disaggregates net sales by Domestic, International and Infiltrator Water Technologies and further disaggregates Domestic and International by product type, consistent with its reportable segment disclosure. This disaggregation level best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Refer to “Note 15. Business Segments Information” for the Company’s disaggregation of Net sales by reportable segment. Contract Balances - The Company recognizes a contract asset representing the Company’s right to recover products upon the receipt of returned products and a contract liability for the customer refund. The following table presents the balance of the Company’s contract asset and liability as of December 31, 2019 and March 31, 2019: December 31, 2019 March 31, 2019 (In thousands) Contract asset - product returns $ 942 $ 646 Refund liability 2,204 1,372 |
Leases
Leases | 9 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 5 . LEASES ASC 842 Adoption - The Company adopted the provisions of ASC 842 beginning on April 1, 2019 using the transition methodology in ASC 842 which does not require adjustments to comparative periods or require modified disclosures. The Company elected the transition relief practical expedient package as described in ASC 842-10-65-1. ASC 842 provides lessees with the option of electing an accounting policy, by class of underlying asset, in which the lessee may choose not to separate nonlease components from lease components. The Company elected this practical expedient for leases of certain classes of equipment, including forklifts and fleet tractors and trailers. The Company also elected the accounting policy to not recognize the right-of-use asset and lease liability for leases with an initial expected term of 12 months or less (“Short-term leases”). The adoption of ASC 842 resulted in the recording of $13.3 million of additional lease liabilities and right-of-use assets to the beginning balance of the Company’s Condensed Consolidated Balance Sheet. Infiltrator Water Technologies adopted ASC 842 on July 31, 2019 using the same methodology and policy elections taken by the Company on April 1, 2019. The Infiltrator Water Technologies adoption of ASC 842 resulted in the recording of $11.2 million of additional lease liabilities and corresponding right-of-use assets to the beginning balance of the Company’s Condensed Consolidated Balance Sheet. The adoption did not have an impact on the Company’s Condensed Consolidated Statement of Operations and Condensed Consolidated Statement of Cash Flows. Nature of the Company’s Leases - The Company has operating and finance leases for plants, yards, corporate offices, tractors, trailers and other equipment. The Company’s leases have remaining terms of less than one year to 30 years. A portion of the Company’s yard leases include an option to extend the leases for up to 5 years. The Company has included renewal options which are reasonably certain to be excised in its right-of-use assets and lease liabilities. The Company’s lease payments are generally fixed. Certain equipment leases contain residual value guarantees that create a contingent obligation on the part of the Company to compensate the lessor if the leased asset cannot be sold for an amount in excess of a specified minimum value at the conclusion of the lease term. The calculation is based on the original cost of the transportation equipment, less lease payments made, compared to a percentage of the transportation equipment’s fair market value at the time of sale. All leased units covered by this guarantee have been classified as finance leases and a corresponding finance lease obligation was recorded. Therefore, no contingent obligation is needed. For all leases with an initial expected term of more than 12 months, the Company recorded, at the adoption date of ASC 842 or lease commencement date for leases entered into after the adoption date, a lease liability, which is the lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The Company will utilize its collateralized incremental borrowing rate commensurate to the lease term as the discount rate for its leases, unless the Company can specifically determine the lessor’s implicit rate. The incremental borrowing rate for each lease is determined based on the Company’s credit rating, adjusted for the impacts of collateral, and the lease term. Lease Cost - The components of lease cost for the three and nine months ended December 31, 2019 was: (Amounts in thousands) Income Statement Classification Three Months Ended December 31, 2019 Nine Months Ended December 31, 2019 Operating lease cost Operating lease cost Cost of goods sold $ 1,382 $ 3,509 Operating lease cost General and administrative 259 748 Short-term lease cost Cost of goods sold 712 2,036 Total operating lease cost $ 2,353 $ 6,293 Finance lease cost Amortization of right-of-use assets Cost of goods sold 3,808 13,707 Amortization of right-of-use assets General and administrative 356 1,073 Interest on lease liabilities Interest expense 1,116 3,443 Total finance lease cost $ 5,280 $ 18,223 Supplemental cash flow information related to leases for the nine months ended December 31, 2019 was as follows: (Amounts in thousands) 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,257 Operating cash flows from finance leases 3,603 Financing cash flows from finance leases 18,424 Right-of-use assets obtained in exchange for lease obligations: Operating leases 5,729 Finance leases (a) 3,238 (a) The Company acquired $19.9 million of property, plant and equipment under finance leases in the nine months ended December 31, 2018. Supplemental balance sheet information related to leases as of December 31, 2019 was as follows: (Amounts in thousands) Balance Sheet Classification 2019 Operating leases Right-of-use assets Other assets $ 23,208 Current lease liabilities Other accrued liabilities 7,532 Non-current lease liabilities Other liabilities 15,752 Total operating lease liabilities $ 23,284 Finance leases Right-of-use assets Property, plant and equipment 96,449 Current lease liabilities Current maturities of finance lease obligations 21,413 Non-current lease liabilities Long-term finance lease obligations 48,604 Total finance lease liabilities $ 70,017 Weighted average lease term Operating leases 7.43 Finance leases 10.80 Weighted average discount rate Operating leases 3.55 % Finance leases 5.56 % The following is a schedule by year of future minimum lease payments on a rolling twelve-month basis under operating and finance leases and the present value of the net minimum lease payments as of December 31, 2019: (Amounts in thousands) Operating Leases Finance Leases Year 1 $ 7,284 $ 24,514 Year 2 5,664 20,294 Year 3 3,235 14,301 Year 4 2,201 9,032 Year 5 1,514 5,244 Thereafter 6,369 5,626 Total minimum lease payments $ 26,267 $ 79,011 Less: amount representing interest 2,983 8,994 Present value of net minimum lease payments $ 23,284 $ 70,017 Disclosures Related to Periods Prior to Adoption of ASC 842 As of March 31, 2019, total contractual obligations for capital and operating leases were as follows: (Amounts in thousands) Operating Leases Capital Leases 2020 $ 4,159 $ 26,604 2021 2,924 22,507 2022 1,814 18,064 2023 690 11,721 2024 325 7,143 Thereafter 2,236 8,198 Total minimum lease payments $ 12,148 $ 94,237 Less: amount representing interest — 9,565 Present value of net minimum lease payments $ 12,148 $ 84,672 |
Inventories
Inventories | 9 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | 6 . Inventories as of the periods presented consisted of the following: December 31, 2019 March 31, 2019 (In thousands) Raw materials $ 63,349 $ 47,910 Finished goods 197,998 216,630 Total inventories $ 261,347 $ 264,540 There were no work-in-process inventories as of the periods presented. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 7 . 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 periods 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, the Company uses industry standard valuation models. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including credit risk, interest rate curves, foreign currency rates and forward and spot prices for currencies. In circumstances where market-based observable inputs are not available, management judgment is used to develop assumptions to estimate fair value. Generally, the fair value of Level 3 instruments is estimated as the net present value of expected future cash flows based on internal and external inputs. Recurring Fair Value Measurements - The assets and liabilities carried at fair value as of the periods presented were as follows: December 31, 2019 Total Level 1 Level 2 Level 3 (In thousands) Assets: Derivative assets – diesel fuel contracts $ 172 $ — $ 172 $ — Total assets at fair value on a recurring basis $ 172 $ — $ 172 $ — Liabilities: Derivative liabilities – diesel fuel contracts $ 141 $ — $ 141 $ — Contingent consideration for acquisitions 80 — — 80 Total liabilities at fair value on a recurring basis $ 221 $ — $ 141 $ 80 March 31, 2019 Total Level 1 Level 2 Level 3 (In thousands) Assets: Derivative assets – diesel fuel contracts $ 189 $ — $ 189 $ — Interest rate swaps 1,088 — 1,088 — Total assets at fair value on a recurring basis $ 1,277 $ — $ 1,277 $ — Liabilities: Derivative liability - diesel fuel contracts $ 283 $ — $ 283 $ — Foreign exchange contracts 60 — 60 — Contingent consideration for acquisitions 203 — — 203 Total liabilities at fair value on a recurring basis $ 546 $ — $ 343 $ 203 For the nine months ended December 31, 2019 and 2018, respectively, there were no transfers in or out of Levels 1, 2 or 3. Valuation of Contingent Consideration for Acquisitions - The method used to price these liabilities is considered Level 3. Changes in the fair value of recurring fair value measurements using significant unobservable inputs (Level 3) for the periods presented were as follows: Three Months Ended December 31, Nine Months Ended December 31, 2019 2018 2019 2018 (In thousands) (In thousands) Balance at the beginning of the period $ 80 $ 325 $ 203 $ 578 Change in fair value — 6 40 15 Payments of contingent consideration liability — (103 ) (163 ) (365 ) Balance at the end of the period $ 80 $ 228 $ 80 $ 228 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 (as defined below and further discussed in “Note 11. Debt”) were $350.0 million and $362.1 million, respectively, as of December 31, 2019. The fair value of the Senior Notes was determined based on a quoted market data for the Company’s Senior Notes. The categorization of the framework used to evaluate the Senior Notes is considered Level 2. The carrying and fair value of the Company’s Prudential Senior Notes (as defined below and further discussed in “Note 13. Debt” to the Company’s audited financial statements included in the Fiscal 2019 Form 10-K) were zero at December 31, 2019, and $100.0 million and $98.9 million, respectively, at March 31, 2019. |
Derivative Transactions
Derivative Transactions | 9 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Derivative Transactions | 8 . DERIVATIVE TRANSACTIONS The Company uses commodity options in the form of collars and swaps, and has previously used interest rate swaps and foreign currency forward contracts to manage its various exposures to interest rate, commodity price fluctuations and foreign currency exchange rate fluctuations. Interest rate swap gains and losses resulting from the difference between the spot rate and applicable base rate is recorded in the Condensed Consolidated Statements of Operations in Interest expense. For collars, commodity swaps and foreign currency 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 December 31, Nine Months Ended December 31, 2019 2018 2019 2018 (In thousands) (In thousands) Diesel fuel option collars $ (93 ) $ 1,067 $ (17 ) $ 1,209 Interest rate swaps — 1,810 1,726 767 Foreign exchange forward contracts — 35 (7 ) 35 Total net unrealized mark-to-market (gains) loss $ (93 ) $ 2,912 $ 1,702 $ 2,011 Diesel fuel option collars — (126 ) 157 (700 ) Foreign exchange forward contracts — (73 ) 102 (163 ) Interest rate swaps — (99 ) 544 (191 ) Total net realized loss (gains) $ — $ (298 ) $ 803 $ (1,054 ) A summary of the fair value of derivatives is included in “Note 7. Fair Value Measurement.” |
Net Income Per Share and Stockh
Net Income Per Share and Stockholders' Equity | 9 Months Ended |
Dec. 31, 2019 | |
Net Income Per Share And Stockholders Equity [Abstract] | |
Net Income Per Share and Stockholders' Equity | 9 . NET INCOME PER SHARE AND STOCKHOLDERS’ EQUITY 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 December 31, Nine Months Ended December 31, (In thousands, except per share data) 2019 2018 2019 2018 NET INCOME PER SHARE—BASIC: Net income (loss) attributable to ADS $ 23,288 $ 15,812 $ (195,479 ) $ 76,762 Adjustments for: Dividends to redeemable convertible preferred stockholders (1,334 ) (467 ) (9,530 ) (1,442 ) Dividends paid to unvested restricted stockholders (3 ) (25 ) (335 ) (55 ) Net income (loss) available to common stockholders and participating securities 21,951 15,320 (205,344 ) 75,265 Undistributed income allocated to participating securities (2,822 ) (1,027 ) — (6,048 ) Net income (loss) available to common stockholders – Basic $ 19,129 $ 14,293 $ (205,344 ) $ 69,217 Weighted average number of common shares outstanding – Basic 68,508 57,180 62,119 56,925 Net income (loss) per common share – Basic $ 0.28 $ 0.25 $ (3.31 ) $ 1.22 NET INCOME PER SHARE—DILUTED: Net income (loss) available to common stockholders – Diluted $ 19,129 $ 14,293 $ (205,344 ) $ 69,217 Weighted average number of common shares outstanding – Basic 68,508 57,180 62,119 56,925 Assumed exercise of stock options 641 505 — 557 Restricted stock 149 — — — Weighted average number of common shares outstanding – Diluted 69,298 57,685 62,119 57,482 Net income (loss) per common share – Diluted $ 0.28 $ 0.25 $ (3.31 ) $ 1.20 Potentially dilutive securities excluded as anti-dilutive 14,915 6,079 14,084 6,068 Common Stock Offering – On September 10, 2019, the Company issued and sold an aggregate of 10,350,000 shares of common stock, $0.01 par value per share, which included the full exercise of the underwriters’ option to purchase additional shares, at a price of $29.75 per share, before underwriting discounts and commissions. The common stock was sold pursuant to the Company’s shelf registration statement and related prospectus supplement. The Company received proceeds of $293.6 million from the issuance after deducting underwriting discounts and commissions and offering expenses. The Company used the net proceeds for the repayment of a portion of the outstanding borrowings under the Senior Secured Credit Facility. Stockholders’ Equity - The Company did not repurchase any shares of common stock during the three and nine months ended December 31, 2019 and 2018. In February 2017, the Company’s Board of Directors authorized the Company to repurchase up to $50 million of ADS common stock in accordance with applicable securities laws. As of December 31, 2019, approximately $42.1 million of common stock may be repurchased under the authorization. The repurchase program does not obligate the Company to acquire any particular amount of common stock and may be suspended or terminated at any time at the Company’s discretion . Special Dividend and the Employees Stock Ownership Plan (“ESOP”) - During the three months ended June 30, 2019, the Board of Directors approved a special cash dividend of $1.00 per share and quarterly dividends of $0.09 per share. The special and quarterly dividend were paid to all stockholders on June 14, 2019 to stockholders of record at the close of business on June 3, 2019. The total dividend payment was $81.6 million. The dividends received by the unallocated redeemable convertible preferred stock held in the ESOP trust was used to pay $12.0 million of the ESOP loan back to the Company resulting in approximately 11.6 million shares of the Company’s redeemable convertible preferred stock being allocated to ESOP participants. The Company recognized $246.8 million in stock-based compensation expense based on the fair value on the date the Board of Directors approved the special dividend. The Board of Director’s approval committed the ESOP to use those proceeds to pay down the ESOP loan. The special dividend compensation expense was recognized in Cost of goods sold - ESOP special dividend compensation and Selling, general and administrative expenses - ESOP special dividend compensation on the Company’s Consolidated Statement of Operations. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10 . 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. On June 22, 2018, the Company and ADS Mexicana entered into an Intercompany Revolving Credit Promissory Note (the “Intercompany Note”) with a borrowing capacity of $12.0 million. The Intercompany Note matures on June 22, 2022. The other joint venture partner indemnifies the Company for 49% of any unpaid borrowing. The interest rates under the Intercompany Note are determined by certain base rates or London Interbank Offered Rate (“LIBOR”) plus an applicable margin based on the Leverage Ratio. As of December 31, 2019, there were no borrowings under the Intercompany Note. 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 owns 50% of the South American Joint Venture. The Company has concluded that it is appropriate to account for these investments using the equity method, whereby the Company’s share of the income or loss of the joint venture is reported in the Condensed Consolidated Statements of Operations under Equity in net loss (income) of unconsolidated affiliates and the Company’s investment in the joint venture is included in Other assets in the Condensed Consolidated Balance Sheets. ADS is the guarantor of 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 is $11.0 million as of December 31, 2019. 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 December 31, 2019 and March 31, 2019, the outstanding principal balances of the credit facility including letters of credit were $10.6 million and $12.3 million, respectively. As of December 31, 2019, there were no U.S. dollar denominated loans. The weighted average interest rate as of December 31, 2019 was 5.3% 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 and other product sales to ADS and its other related parties, which totaled $0.1 million and $0.6 million for the three and nine months ended December 31, 2019, and $0.4 million and $1.1 million for the three and nine months ended December 31, 2018. ADS pipe sales to the South American Joint Venture were $0.4 million and $0.8 million for the three and nine months ended December 31, 2019 , and $ million and $ million for the three and nine months ended December 31, 2018 , respectively. Tigre USA - Tigre USA was a joint venture that ADS no longer has an ownership interest in, but the owner is the partner for the South American Joint Venture. ADS purchased $0.4 million and $1.6 million of Tigre USA manufactured products for use in the production of ADS products during the three and nine months ended December 31, 2019. ADS purchased $0.3 million and $1.5 million of Tigre USA manufactured products for use in the production of ADS products during the three and nine months ended December 31, 2018. |
Debt
Debt | 9 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | 1 1 . Long-term debt as of the periods presented consisted of the following: December 31, 2019 March 31, 2019 (In thousands) Term Loan Facility $ 650,000 $ — Senior Notes 350,000 — Revolving Credit Facility — — PNC Credit Agreement — 134,400 Prudential Senior Notes — 100,000 Equipment financing 1,728 2,427 Total 1,001,728 236,827 Unamortized debt issuance costs (2,507 ) (2,293 ) Current maturities (7,954 ) (25,932 ) Long-term debt obligation $ 991,267 $ 208,602 Bridge Credit Facility On July 31, 2019, the Company entered into a credit agreement (the “Base Credit Agreement”) by and among the Company, as borrower, Barclays Bank PLC, as administrative agent, the several lenders from time to time party thereto. The Base Credit Agreement provided for a term loan facility in an initial aggregate principal amount of up to $1.3 billion (the “Bridge Loan Facility”), a revolving credit facility in an initial aggregate principal amount of up to $350 million (the “Bridge Revolving Credit Facility”), a letter of credit sub-facility in the initial aggregate available amount of up to $50 million, as a sublimit of such Revolving Credit Facility (the “Bridge L/C Facility”) and a swing line sub-facility in the aggregate available amount of up to $50 million, as a sublimit of the Revolving Credit Facility (together with the Bridge Loan Facility, the Bridge Revolving Credit Facility and the Bridge L/C Facility, the “Bridge Credit Facility”). On July 31, 2019, the Company borrowed approximately $1.3 billion under the Bridge Loan Facility and $145 million under the Bridge Revolving Credit Facility, which amounts were to (i) finance the consideration paid in connection with the closing of the Acquisition, (ii) repay the total outstanding amount as of the Closing Date under the Company’s then existing revolving credit facility with PNC, (iii) repay outstanding amounts of existing indebtedness incurred by Infiltrator Water Technologies under its outstanding credit facility in effect prior to the Acquisition, and (iv) pay certain transaction fees and expenses associated with the Acquisition and the Bridge Loan Facility. Approximately $300.0 million of outstanding borrowings under the Base Credit Agreement were repaid on September 10, 2019 with proceeds from the Company’s public offering of common stock as further described in “Note 9, Net Income Per Share and Stockholders’ Equity” and approximately $300.0 million of outstanding borrowings under the Bridge Loan Facility were repaid on September 23, 2019 with proceeds from the Company’s offering of $350.0 million Senior Notes, as defined and further described below. As a result of this borrowing, on July 31, 2019, the Company initially capitalized approximately $46.9 million of deferred financing fees associated with the Bridge Credit Facility. This amount was later reduced by $14.9 million due to refunds received by ADS. The remaining deferred financing costs were written off due to loss on early extinguishment of debt resulting from the $300.0 million principal payment primarily from the Common Stock Offering, $300.0 million principal payment from the issuance of Senior Notes due 2027, and $700.0 million principal payment from the issuance of the Senior Secured Credit Facility on September 24, 2019. These financings resulted in the Company treating the Bridge Credit Facility as having been extinguished and replaced with the Common Stock Offering, Senior Notes due 2027 and the syndicated Senior Secured Credit Facility for accounting purposes under ASC 470-50. The loss on early extinguishment of debt, which is included in interest expense in the Company's Condensed Consolidated Statements of Operations, primarily reflects the write-off of unamortized debt issuance costs and discounts. Repayment of Prudential Senior Notes On July 29, 2019, the Company repaid in full all of its and its subsidiaries’ indebtedness and other obligations totaling $104.4 million under that certain Second Amended and Restated Private Shelf Agreement, dated as of June 22, 2017 (as amended the “Shelf Note Agreement”) of the Company’s Senior Notes (“Prudential Senior Notes”), by and among the Company, as issuer, the guarantors from time to time a party thereto, PGIM, Inc., as a purchaser and the other purchasers from time to time a party thereto. The Company repaid the outstanding indebtedness under the Shelf Note Agreement using borrowings from the Company’s Second Amended and Restated Credit Agreement (the “PNC Credit Agreement”) as in effect as of July 29, 2019. Concurrently with the repayment, the Shelf Noteholders authorized and directed PNC Bank, National Association, in its capacity as Collateral Agent (as defined in the Shelf Note Agreement) to release the security interests and liens securing the Shelf Note Agreement and the Shelf Note Agreement was terminated. As a result of the repayment described above, the Company expensed approximately $4.2 million primarily consisting of prepayment premium or penalty associated with the debt payoff activity and the write-off of unamortized deferred financing fees, as the payoff meets the criteria to be accounted for as a debt extinguishment. Repayment of PNC Credit Agreement On the Closing Date, using borrowings of the new Bridge Loan Facility the Company repaid in full all of its and its subsidiaries indebtedness and other obligations totaling $239.2 million under the PNC Credit Agreement. Concurrently with the repayment, all security interests and liens held by the Collateral Agent (as defined in the PNC Credit Agreement) securing the PNC Credit Agreement were terminated and released and the PNC Credit Agreement was terminated. As a result of the repayment described above, the Company expensed approximately $2.0 million primarily consisting of the write-off of unamortized deferred financing fees associated with the debt payoff activity, as the payoff meets the criteria to be accounted for as a debt extinguishment. Issuance of Senior Notes due 2027 On September 23, 2019, the Company issued $350.0 million aggregate principal amount of 5.0% senior notes due 2027 (the “Senior Notes”) pursuant to an Indenture, dated September 23, 2019 (the “Indenture”), among the Company, the guarantors party thereto (the “Guarantors”) and U.S. Bank National Association, as Trustee (the “Trustee”). The Senior Notes are guaranteed by each of the Company’s present and future direct and indirect wholly owned domestic subsidiaries that is a guarantor under the Company's Senior Secured Credit Facility. The Senior Notes were offered and sold either to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”) or to persons outside the United States under Regulation S of the Securities Act. Interest on the Senior Notes will be payable semi-annually in cash in arrears on March 31 and September 30 of each year, commencing on March 31, 2020, at a rate of 5.0% per annum. The Senior Notes will mature on September 30, 2027. The Company used the majority of the net proceeds from the offering of the Senior Notes for the repayment of $300.0 million of its outstanding borrowings under the Company’s Bridge Loan Facility. The deferred financing costs associated with the Senior Notes totaled $2.1 million and are recorded as a direct reduction from the carrying amount of the related debt. The Company may redeem the Senior Notes, in whole or in part, at any time on or after September 30, 2022 at established redemption prices. At any time prior to September 30, 2022, the Company may also redeem up to 40% of the Senior Notes with net cash proceeds of certain equity offerings at a redemption price equal to 105.0% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to September 30, 2022, the Company may redeem the Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date plus an applicable “make-whole” premium. The Indenture contains customary events of default, including, among other things, payment default, failure to comply with covenants or agreements contained in the Indenture or the Senior Notes and certain provisions related to bankruptcy events. The Indenture also contains customary negative covenants. New Senior Secured Credit Facility On September 24, 2019, the Company successfully completed a $700 million syndication of the remaining balance of the Bridge Credit Facility subsequent to the aforementioned Common Stock Offering and Senior Notes due 2027 and in connection with the syndication, the Company amended the Base Credit Agreement (the “Senior Secured Credit Facility”). The Senior Secured Credit Facility reduced the applicable margin utilized in the determination of the interest rate, as well as other provisions. The Senior Secured Credit Facility provides for a term loan facility in an initial aggregate principal amount of $700 million (the “Term Loan Facility”), a revolving credit facility in an initial aggregate principal amount of up to $350 million (the “Revolving Credit Facility”), a letter of credit sub-facility in the initial aggregate available amount of up to $50 million, as a sublimit of such Revolving Credit Facility (the “L/C Facility”) and a swing line sub-facility in the aggregate available amount of up to $50 million, as a sublimit of the Revolving Credit Facility (together with the Term Loan Facility, the Revolving Credit Facility and the L/C Facility, the “Senior Secured Credit Facility”). Letters of credit outstanding at December 31, 2019 amounts to $8.5 million and reduced the availability of the Revolving Credit Facility. In connection with entering into the Senior Secured Credit Facility, the Company capitalized approximately $0.4 million in deferred financing fees. To the extent not previously paid, all then-outstanding amounts under the Term Loan Facility are due and payable on the maturity date of the Term Loan Facility, which is seven years from the Closing Date. Borrowings under the Revolving Credit Facility are available beginning on September 24, 2019 and, to the extent not previously paid, all then-outstanding amounts under the Revolving Credit Facility are due and payable on the maturity date of the Revolving Credit Facility, which is five years from the Closing Date. At the option of the Company, borrowings under the Term Loan Facility and under the Revolving Credit Facility (subject to certain limitations) bear interest at either a base rate (as determined pursuant to the Senior Secured Credit Facility) or at a Eurocurrency Rate, based on LIBOR (as defined in the Senior Secured Credit Facility), plus the applicable margin as set forth therein from time to time. In the case of the Revolving Credit Facility, the applicable margin is based on the Company’s consolidated senior secured net leverage ratio (as defined in the Senior Secured Credit Facility). All borrowings under the Term Loan Facility used to finance the Merger Consideration as described above initially bear interest at a Eurocurrency Rate applicable to Eurocurrency Loans (as defined in the Senior Secured Credit Facility) denominated in U.S. Dollars. The Company is also required to pay a commitment fee that is based upon the undrawn amounts of the Revolving Credit Facility at a rate per annum based upon a calculated ratio as prescribed within the Senior Secured Credit Facility. As of December 31, 2019, the rate the Company was committed to paying on the undrawn portion was equal to 0.2%. The Company’s obligations under the Senior Secured Credit Facility have been secured by granting a first priority lien on substantially all of the Company’s assets (subject to certain exceptions and limitations), and each of StormTech, LLC, Advanced Drainage of Ohio, Inc. and Infiltrator Water Technologies, LLC (collectively the “Guarantors”) has agreed to guarantee the obligations of the Company under the Senior Secured Credit Facility and to secure the obligations thereunder by granting a first priority lien in substantially all of such Guarantor’s assets (subject to certain exceptions and limitations). Principal Maturities – Maturities of long-term debt (excluding interest and deferred financing costs) as of December 31, 2019 are summarized below: Twelve Months Ended December 31, (Amounts in thousands) 2020 2021 2022 2023 2024 Thereafter Total Principal maturities $ 7,954 $ 7,758 $ 7,016 $ 7,000 $ 7,000 $ 965,000 $ 1,001,728 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 2 . COMMITMENTS AND CONTINGENCIES Purchase Commitments - The Company has historically secured supplies of resin raw material by agreeing to purchase quantities during a future given period at a fixed price. These purchase contracts typically ranged from 1 to 12 months and occur in the ordinary course of business. The Company does not have any outstanding purchase commitments as of December 31, 2019. The Company enters into equipment purchase contracts with manufacturers. Under such non-cancelable purchase contracts in place at December 31, 2019, the Company has agreed to purchase equipment to be delivered in fourth quarter of fiscal 2020 at a committed purchase cost of $1.5 million. 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. Other Commitments and Contingencies In March 2019, the Company initiated an internal investigation process, under the guidelines of the Company’s Code of Business Conduct and Ethics, into its consolidated joint venture affiliate ADS Mexicana’s senior management’s ethical and business conduct, as well as compliance of certain products with, along with considerations into, Mexican laws and regulations over the previous 12 months. The Company has recorded an accrual for the current estimate of probable losses resulting from the investigation which is not material to our Condensed Consolidated Financial Statements. However due to the inherent uncertainties in determining the use, installation application and location of our ADS Mexicana products sold, along with the consideration of Mexican laws and regulations related to warranty and product liability obligations, the Company is unable to determine the maximum potential future losses that may occur, which could be material to the Condensed Consolidated Financial Statements. |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 3 . 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 one-time charges, as well as the occurrence of discrete events. For the three months ended December 31, 2019 and 2018, the Company utilized an effective tax rate of 14.5% and 13.4%, respectively, to calculate its provision for income taxes. Discrete income tax benefits related to the release of tax reserves due to the lapse of statute of limitations decreased the rate for the three months ended December 31, 2019 and 2018. Consistent with the three months ended December 31, 2018, state and local income taxes increased the effective rate for the three months ended December 31, 2019. For the nine months ended December 31, 2019 and 2018, the Company utilized an effective tax rate of (13.2%) and 26.6%, respectively, to calculate its provision for income taxes. The special dividend paid on June 14, 2019 and the transaction costs related to the Acquisition resulted in large pre-tax losses for the nine months ended December 31, 2019, that did not occur in the comparison period. The effective tax rate for the nine months ended December 31, 2019 differed from the federal statutory rate primarily due to a $60.7 million discrete income tax expense. This discrete event related to the 11.6 million shares allocated from the ESOP as a result of the special dividend and the Company recognizing approximately $246.8 million in additional stock-based compensation expense. Of the total stock-based compensation expense, approximately $237.6 million related to non-deductible stock appreciation. This discrete event reduced the effective tax rate by 35.1%. As discussed in “Note 3. Acquisitions”, the Company acquired Infiltrator Water Technologies on July 31, 2019. The unrecognized tax benefits increased by $1.4 million during the quarter ended September 30, 2019, related to positions taken by Infiltrator Water Technologies prior to the Acquisition. Infiltrator Water Technologies was previously indemnified for this position. For the three months ended December 31, 2019, the unrecognized tax benefits decreased by $1.4 million and the indemnification was removed. Lastly, as part of the purchase price, approximately $110.8 million was attributed to deferred tax liabilities. Of the $110.8 million, $60.7 million related to the step up of GAAP basis for fair market valuations, while the remaining $50.1 million were acquired deferred tax liabilities. Of the total $60.7 million, $58.1 million was attributed to intangibles. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 1 4 . ADS has several programs for stock-based payments to employees and non-employee members of its Board of 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. 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 and nine months ended December 31, 2019 and 2018: Three Months Ended December 31, Nine Months Ended December 31, 2019 2018 2019 2018 (In thousands) (In thousands) Component of income before income taxes: Cost of goods sold $ 319 $ 84 $ 620 $ 228 Selling expenses 49 48 284 134 General and administrative expenses 3,504 1,526 7,980 4,667 Total stock-based compensation expense $ 3,872 $ 1,658 $ 8,884 $ 5,029 The following table summarizes stock-based compensation expense by award type for the three and nine months ended December 31, 2019 and 2018: Three Months Ended December 31, Nine Months Ended December 31, 2019 2018 2019 2018 (In thousands) (In thousands) Stock-based compensation expense: Equity-classified Stock Options $ 701 $ 516 $ 1,952 $ 2,084 Restricted Stock 1,075 574 2,674 1,548 Performance Units 1,776 289 3,349 621 Non-Employee Directors 320 279 909 776 Total stock-based compensation expense $ 3,872 $ 1,658 $ 8,884 $ 5,029 2017 Omnibus Plan On May 24, 2017, the Board of Directors approved the 2017 Omnibus Incentive Plan (the “2017 Incentive Plan”) which was approved by the Company’s stockholders on July 17, 2017. The 2017 Incentive Plan provides for the issuance of a maximum of 3.5 million shares of the Company’s common stock for awards made thereunder, which awards may consist of stock options, restricted stock, restricted stock units, stock appreciation rights, phantom stock, cash-based awards, performance awards (which may take the form of performance cash, performance units or performance shares) or other stock-based awards. Restricted Stock - During the three and nine months ended December 31, 2019, the Company granted 0.1 million and 0.3 million shares of restricted stock with a grant date fair value of $2.9 million and $9.9 million, respectively. Prior to the Acquisition, the Company granted 0.1 million performance units, subject to performance and services conditions. The grant date fair value of the performance units was $3.4 million, based on the market price of the Company’s common stock at the date of the grant. For the performance units, 50% of the award is based upon the achievement of certain levels of Return on Invested Capital for the performance period and 50% is based upon the achievement of certain levels of Free Cash Flow for the performance period. During the three months ended December 31, 2019, the Company modified the achievement levels of the awards due to the Acquisition. The modification did not result in any incremental compensation expense. The performance units have a 3-year performance period from April 1, 2019 through March 31, 2022. The performance units, and any accrued dividend equivalents, will be settled in shares of the Company’s common stock, if the applicable performance and service conditions are satisfied. During the three months ended December 31, 2019, the Company granted 0.1 million units with a grant date fair value of $2.8 million, subject to achieving predetermined synergies of the now consolidated legacy ADS business and Infiltrator Water Technologies. The Company further granted 0.1 million units with a grant date fair value of $2.7 million, subject to performance conditions of the Infiltrator Water Technologies reportable segment. For the performance units based on the Infiltrator Water Technologies reportable segment, 75% of the award is based upon the achievement of certain levels of Infiltrator Water Technologies Adjusted EBITDA for the performance period and 25% is based upon the achievement of certain levels of Infiltrator Water Technologies Free Cash Flow for the performance period. These two performance unit grants have a 3-year Options - During the nine months ended December 31, 2019, the Company granted 0.3 million nonqualified stock options under the 2017 Incentive Plan. The grant date fair value of the nonqualified stock options was $2.7 million. The Company estimates the fair value of stock options using a Black-Scholes option-pricing model. The following table summarizes the assumptions used in estimate the fair value of stock-options during the nine months ended December 31, 2019: Nine Months Ended December 31, Common stock price $27.44 Expected stock price volatility 30.9% Risk-free interest rate 2.3% Weighted-average expected option life (years) 6.0 Dividend yield 1.3% |
Business Segments Information
Business Segments Information | 9 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Business Segments Information | 1 5 . Following the Acquisition of Infiltrator Water Technologies, the Company revised its reportable segments to reflect how the Chief Operating Decision Maker (“CODM”) currently reviews financial information and makes operational decisions. After the Acquisition, ADS operates its business in three distinct reportable segments: “Pipe”, “International” and “Infiltrator Water Technologies.” “Allied Products & Other” represents the Company’s Allied Products and all other business segments. “Pipe” and “Allied Products & Other” were previously included as Domestic. With the change in reportable segments, the CODM is now evaluating segment reporting based on Net Sales and Segment Adjusted Gross Profit. The Company calculated Segment Adjusted Gross Profit as net sales less costs of goods sold, depreciation and amortization, stock-based compensation and non-cash charges. A measure of assets is not applicable, as segment assets are not regularly reviewed by the CODM for evaluating performance or allocating resources. The prior period segment results and related disclosures have been recast to conform to the current year presentation. Pipe – The Pipe segment manufactures and markets high performance thermoplastic corrugated pipe throughout the United States. The Company maintains and serves these markets through product distribution relationships with many of the largest national and independent waterworks distributors, buying groups and co-ops, major national retailers as well as an extensive network of hundreds of small to medium-sized distributors across the U.S. Products include single wall pipe, N-12 HDPE pipe sold into the Storm sewer, Infrastructure and Agriculture markets, High Performance polypropylene pipe sold into the Storm sewer, Infrastructure and sanitary sewer markets. Products are designed primarily for storm water management in the construction and infrastructure marketplace across a broad range of end markets and applications, including non-residential, residential, agriculture and infrastructure. Products are manufactured using HDPE and polypropylene plastic material. Infiltrator Water Technologies – Infiltrator Water Technologies is a leading national provider of plastic leach field chambers and systems, septic tanks and accessories, primarily for use in residential applications. Infiltrator Water Technologies products are used in on-site septic wastewater treatment systems in the United States and Canada. International – The International segment manufactures and markets pipe and allied products in certain regions outside of the United States, including Company owned facilities in Canada, subsidiaries that distribute to Europe and the Middle East, exports and through the Company’s joint ventures with local partners in Mexico and South America. The Company’s Mexican joint venture, ADS Mexicana, primarily serves the Mexican and Central American markets, while its South American Joint Venture, Tigre-ADS, is the primary channel to serve the South American markets. The Company’s International product lines include single wall pipe, N-12 HDPE pipe, high performance PP pipe and certain geographies also sell our broad line of Allied Products. Allied Products & Other – Allied Products and Other manufactures and markets products throughout the United States. Products include StormTech, Nyloplast, ARC Septic Chambers, Inserta Tee, BaySaver filters and water quality structures, Fittings, and FleXstorm. The Company maintains and serves these markets through product distribution relationships with many of the largest national and independent waterworks distributors, major national retailers as well as an extensive network of hundreds of small to medium-sized distributors across the U.S. The Company also sells through a broad variety of buying groups and co-ops in the United States. The following table sets forth reportable segment information with respect to the amount of Net sales contributed by each class of similar products for the periods presented: Three Months Ended December 31, 2019 December 31, 2018 Net Sales Intersegment Net Sales Net Sales from External Customers Net Sales Intersegment Net Sales Net Sales from External Customers Pipe $ 207,897 $ (342 ) $ 207,555 $ 196,675 $ — $ 196,675 Infiltrator Water Technologies 72,083 (13,549 ) 58,534 — — — International International - Pipe 28,340 — 28,340 29,580 — 29,580 International - Allied Products 10,114 — 10,114 9,354 — 9,354 Total International 38,454 — 38,454 38,934 — 38,934 Allied Products & Other 88,881 — 88,881 82,504 — 82,504 Intersegment Eliminations (13,891 ) 13,891 — — — — Total Consolidated $ 393,424 $ — $ 393,424 $ 318,113 $ — $ 318,113 Nine Months Ended December 31, 2019 December 31, 2018 Net Sales Intersegment Net Sales Net Sales from External Customers Net Sales Intersegment Net Sales Net Sales from External Customers Pipe $ 751,483 $ (684 ) $ 750,799 $ 688,025 $ — $ 688,025 Infiltrator Water Technologies 136,972 (25,738 ) 111,234 — — — International International - Pipe 92,242 — 92,242 108,036 — 108,036 International - Allied Products 33,330 — 33,330 31,533 — 31,533 Total International 125,572 — 125,572 139,569 — 139,569 Allied Products & Other 315,432 — 315,432 284,921 — 284,921 Intersegment Eliminations (26,422 ) 26,422 — — — — Total Consolidated $ 1,303,037 $ — $ 1,303,037 $ 1,112,515 $ — $ 1,112,515 The following sets forth certain financial information attributable to the reportable segments for the periods presented. Three Months Ended December 31, Nine Months Ended December 31, 2019 2018 2019 2018 (In thousands) (In thousands) Segment adjusted gross profit Pipe $ 61,025 $ 41,696 $ 192,764 $ 153,723 Infiltrator Water Technologies 34,735 — 64,879 — International 9,066 9,257 29,134 31,131 Allied Products & Other 42,818 37,656 157,626 133,828 Intersegment Elimination (881 ) — (1,859 ) — Total $ 146,763 $ 88,609 $ 442,544 $ 318,682 Depreciation and amortization Pipe $ 11,522 $ 11,772 $ 34,626 $ 35,802 Infiltrator Water Technologies 2,563 — 4,422 — International 1,462 1,480 4,559 4,501 Allied Products & Other (a) 15,625 4,297 30,825 12,609 Total $ 31,172 $ 17,549 $ 74,432 $ 52,912 Capital expenditures Pipe $ 7,790 $ 10,122 $ 24,147 $ 24,138 Infiltrator Water Technologies 12,499 — 16,382 — International 191 1,111 2,068 2,919 Allied Products & Other (a) 191 598 3,696 4,073 Total $ 20,671 $ 11,831 $ 46,293 $ 31,130 (a) Includes depreciation and amortization and capital expenditures not allocated to a reportable segment. Reconciliation of Gross Profit to Segment Adjusted Gross profit Three Months Ended December 31, Nine Months Ended December 31, 2019 2018 2019 2018 (In thousands) (In thousands) Reconciliation of Segment Adjusted Gross Profit: Total Gross Profit $ 123,358 $ 72,399 $ 207,724 $ 267,463 Depreciation and amortization 16,025 14,266 45,417 43,338 ESOP and stock-based compensation expense 5,273 1,944 12,913 7,881 ESOP special dividend compensation — — 168,610 — Inventory step up related to Infiltrator Water Technologies acquisition 2,107 — 7,880 — Total Segment Adjusted Gross Profit $ 146,763 $ 88,609 $ 442,544 $ 318,682 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 1 6 . Common Stock Dividend - During the fourth quarter of fiscal 2020, the Company declared a quarterly cash dividend of $0.09 per share of common stock. The dividend is payable on March 16, 2020 to stockholders of record at the close of business on March 2, 2020. |
Background and Summary of Sig_2
Background and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2019 | |
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, 2019 was derived from audited financial statements included in the Annual Report on Form 10-K for the year ended March 31, 2019 (“Fiscal 2019 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 December 31, 2019 and the results of operations and cash flows for the three and nine months ended December 31, 2019. 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 2019 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 Leases - In February 2016, the Financial Accounting Standards Board (the “FASB”) issued an accounting standard update (“ASU”) which amends the guidance for leases (“ASC 842”). 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. In July 2018, the FASB amended ASC 842 to provide another transition method, allowing a cumulative effect adjustment to the opening balance of retained earnings during the period of adoption. The Company adopted these standards effective April 1, 2019 using the transition method in the July 2018 ASU which does not require adjustments to comparative periods or require modified disclosures for those periods and includes transition relief practical expedients. “Note 5 . Leases” for further information on the adoption of the new lease ASUs. Hedge Accounting - In August 2017, the FASB issued an ASU which expanded an entity’s ability to apply hedge accounting for non-financial and financial risk components and provided a simplified approach for fair value hedging of interest rate risk. The standard also refined how entities assess hedge effectiveness. The Company adopted this standard effective April 1, 2019. The new standard did not have an impact on the Condensed Consolidated Financial Statements. Recent Accounting Guidance Not Yet Adopted 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 is required to adopt this standard effective April 1, 2020. The Company has formed an internal stakeholder group and is currently evaluating the impact of this standard on the Condensed Consolidated Financial Statements. Except for the pronouncements described above, there have been no new accounting pronouncements issued or adopted since the filing of the Fiscal 2019 Form 10-K that have significance, or potential significance, to the Condensed Consolidated Financial Statements. |
Leases | ASC 842 Adoption - The Company adopted the provisions of ASC 842 beginning on April 1, 2019 using the transition methodology in ASC 842 which does not require adjustments to comparative periods or require modified disclosures. The Company elected the transition relief practical expedient package as described in ASC 842-10-65-1. ASC 842 provides lessees with the option of electing an accounting policy, by class of underlying asset, in which the lessee may choose not to separate nonlease components from lease components. The Company elected this practical expedient for leases of certain classes of equipment, including forklifts and fleet tractors and trailers. The Company also elected the accounting policy to not recognize the right-of-use asset and lease liability for leases with an initial expected term of 12 months or less (“Short-term leases”). The adoption of ASC 842 resulted in the recording of $13.3 million of additional lease liabilities and right-of-use assets to the beginning balance of the Company’s Condensed Consolidated Balance Sheet. Infiltrator Water Technologies adopted ASC 842 on July 31, 2019 using the same methodology and policy elections taken by the Company on April 1, 2019. The Infiltrator Water Technologies adoption of ASC 842 resulted in the recording of $11.2 million of additional lease liabilities and corresponding right-of-use assets to the beginning balance of the Company’s Condensed Consolidated Balance Sheet. The adoption did not have an impact on the Company’s Condensed Consolidated Statement of Operations and Condensed Consolidated Statement of Cash Flows. Nature of the Company’s Leases - The Company has operating and finance leases for plants, yards, corporate offices, tractors, trailers and other equipment. The Company’s leases have remaining terms of less than one year to 30 years. A portion of the Company’s yard leases include an option to extend the leases for up to 5 years. The Company has included renewal options which are reasonably certain to be excised in its right-of-use assets and lease liabilities. The Company’s lease payments are generally fixed. Certain equipment leases contain residual value guarantees that create a contingent obligation on the part of the Company to compensate the lessor if the leased asset cannot be sold for an amount in excess of a specified minimum value at the conclusion of the lease term. The calculation is based on the original cost of the transportation equipment, less lease payments made, compared to a percentage of the transportation equipment’s fair market value at the time of sale. All leased units covered by this guarantee have been classified as finance leases and a corresponding finance lease obligation was recorded. Therefore, no contingent obligation is needed. For all leases with an initial expected term of more than 12 months, the Company recorded, at the adoption date of ASC 842 or lease commencement date for leases entered into after the adoption date, a lease liability, which is the lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The Company will utilize its collateralized incremental borrowing rate commensurate to the lease term as the discount rate for its leases, unless the Company can specifically determine the lessor’s implicit rate. The incremental borrowing rate for each lease is determined based on the Company’s credit rating, adjusted for the impacts of collateral, and the lease term. |
Loss on Disposal of Assets an_2
Loss on Disposal of Assets and Costs from Exit and Disposal Activities (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Summary of Loss on Disposal of Assets and Costs from Exit and Disposal Activities | The following table summarizes the activity included in Loss on disposal of assets and costs from exit and disposal activities recorded during the three and nine months ended December 31, 2019 and 2018: Three Months Ended December 31, Nine Months Ended December 31, 2019 2018 2019 2018 (In thousands) (In thousands) Accelerated depreciation $ — $ — $ — $ 430 Plant severance — 39 — 122 Headcount reduction — 237 — 237 Product optimization — 48 — 351 Other restructuring activities — 114 — 316 Total 2018 Restructuring Plan activities $ — $ 438 $ — $ 1,456 Loss (gain) on other disposals and partial disposals of property, plant and equipment 894 (294 ) 2,045 116 Acquisition related severance and other costs 861 — 2,421 — Total loss on disposal of assets and costs from exit and disposal activities $ 1,755 $ 144 $ 4,466 $ 1,572 |
Schedule of Reconciliation of Restructuring Liability | A reconciliation of the beginning and ending amounts of restructuring liability related to the 2018 Restructuring Plan at December 31, 2019 and 2018 is as follows: Nine Months Ended December 31, 2019 2018 (In thousands) Balance at the beginning of the period $ 1,696 $ 3,901 Expenses — 316 Non-cash expenses — 359 Payments (1,008 ) (2,497 ) Balance at the end of the period $ 688 $ 2,079 |
Acquisitions (Tables)
Acquisitions (Tables) - IWT [Member] | 9 Months Ended |
Dec. 31, 2019 | |
Business Acquisition [Line Items] | |
Summary of Consideration Transferred and Preliminary Purchase Price Allocation of Assets Acquired and Liabilities Assumed | The following table summarizes the consideration transferred and the preliminary purchase price allocation of the assets acquired and liabilities assumed. (Amounts in thousands) Initial Amount Increase to Purchase Price Adjustments to Property, Plant and Equipment Intangible Assets Tax Adjustments Updated Amount Cash $ 57,375 $ — $ — $ — $ — $ 57,375 Total current assets, excluding cash 75,847 — — — — 75,847 Property, plant and equipment, net 98,860 — (6,575 ) — — 92,285 Goodwill 567,034 704 6,575 (10,000 ) 832 565,145 Intangible assets, net 475,000 — — 10,000 — 485,000 Other assets 14,366 — — — — 14,366 Total current liabilities (22,756 ) — — — — (22,756 ) Deferred tax liabilities (109,926 ) — — — (832 ) (110,758 ) Other liabilities (9,274 ) — — — — (9,274 ) Total fair value of consideration transferred $ 1,146,526 $ 704 $ — $ — $ — $ 1,147,230 |
Summary of Identifiable Intangible Assets | The identifiable intangible assets recorded in connection with the closing of the Acquisition are based on valuations including customer relationships, patents and developed technology, and tradename and trademarks totaling $485.0 million. Customer relationships are amortized using an accelerated method over an estimated useful life of 15 years. Patents and developed technology and tradename and trademarks are on a straight-line basis over the respective useful lives of 10 and 20 years. (Amounts in thousands) Preliminary fair value Estimated useful lives Customer relationships $ 270,000 15 years Patents and developed technology 150,000 10 years Tradename and trademarks 65,000 20 years Total identifiable intangible assets $ 485,000 |
Summary of Unaudited Pro Forma Information | The unaudited pro forma information for the three and nine months ended December 31, 2019 and 2018 presented below includes the effects of the Acquisition as if it had been consummated as of April 1, 2018, with adjustments to give effect to pro forma events that are directly attributable to the Acquisition. Three Months Ended December 31, Nine Months Ended December 31, (Amounts in thousands) 2019 2018 2019 2018 Net sales $ 393,424 $ 364,365 $ 1,389,440 $ 1,281,898 Net income (loss) attributable to ADS 24,630 6,481 (146,147 ) 12,501 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Contract Asset and Liability | The following table presents the balance of the Company’s contract asset and liability as of December 31, 2019 and March 31, 2019: December 31, 2019 March 31, 2019 (In thousands) Contract asset - product returns $ 942 $ 646 Refund liability 2,204 1,372 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Components of Lease Cost | Lease Cost - The components of lease cost for the three and nine months ended December 31, 2019 was: (Amounts in thousands) Income Statement Classification Three Months Ended December 31, 2019 Nine Months Ended December 31, 2019 Operating lease cost Operating lease cost Cost of goods sold $ 1,382 $ 3,509 Operating lease cost General and administrative 259 748 Short-term lease cost Cost of goods sold 712 2,036 Total operating lease cost $ 2,353 $ 6,293 Finance lease cost Amortization of right-of-use assets Cost of goods sold 3,808 13,707 Amortization of right-of-use assets General and administrative 356 1,073 Interest on lease liabilities Interest expense 1,116 3,443 Total finance lease cost $ 5,280 $ 18,223 |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases for the nine months ended December 31, 2019 was as follows: (Amounts in thousands) 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,257 Operating cash flows from finance leases 3,603 Financing cash flows from finance leases 18,424 Right-of-use assets obtained in exchange for lease obligations: Operating leases 5,729 Finance leases (a) 3,238 (a) The Company acquired $19.9 million of property, plant and equipment under finance leases in the nine months ended December 31, 2018. |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases as of December 31, 2019 was as follows: (Amounts in thousands) Balance Sheet Classification 2019 Operating leases Right-of-use assets Other assets $ 23,208 Current lease liabilities Other accrued liabilities 7,532 Non-current lease liabilities Other liabilities 15,752 Total operating lease liabilities $ 23,284 Finance leases Right-of-use assets Property, plant and equipment 96,449 Current lease liabilities Current maturities of finance lease obligations 21,413 Non-current lease liabilities Long-term finance lease obligations 48,604 Total finance lease liabilities $ 70,017 Weighted average lease term Operating leases 7.43 Finance leases 10.80 Weighted average discount rate Operating leases 3.55 % Finance leases 5.56 % |
Schedule of Future Minimum Lease Payments on Rolling Twelve-month Basis under Operating and Finance Leases | The following is a schedule by year of future minimum lease payments on a rolling twelve-month basis under operating and finance leases and the present value of the net minimum lease payments as of December 31, 2019: (Amounts in thousands) Operating Leases Finance Leases Year 1 $ 7,284 $ 24,514 Year 2 5,664 20,294 Year 3 3,235 14,301 Year 4 2,201 9,032 Year 5 1,514 5,244 Thereafter 6,369 5,626 Total minimum lease payments $ 26,267 $ 79,011 Less: amount representing interest 2,983 8,994 Present value of net minimum lease payments $ 23,284 $ 70,017 |
Schedule of Contractual Obligations for Capital and Operating Leases | As of March 31, 2019, total contractual obligations for capital and operating leases were as follows: (Amounts in thousands) Operating Leases Capital Leases 2020 $ 4,159 $ 26,604 2021 2,924 22,507 2022 1,814 18,064 2023 690 11,721 2024 325 7,143 Thereafter 2,236 8,198 Total minimum lease payments $ 12,148 $ 94,237 Less: amount representing interest — 9,565 Present value of net minimum lease payments $ 12,148 $ 84,672 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories as of the periods presented consisted of the following: December 31, 2019 March 31, 2019 (In thousands) Raw materials $ 63,349 $ 47,910 Finished goods 197,998 216,630 Total inventories $ 261,347 $ 264,540 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Carried at Fair Value | The assets and liabilities carried at fair value as of the periods presented were as follows: December 31, 2019 Total Level 1 Level 2 Level 3 (In thousands) Assets: Derivative assets – diesel fuel contracts $ 172 $ — $ 172 $ — Total assets at fair value on a recurring basis $ 172 $ — $ 172 $ — Liabilities: Derivative liabilities – diesel fuel contracts $ 141 $ — $ 141 $ — Contingent consideration for acquisitions 80 — — 80 Total liabilities at fair value on a recurring basis $ 221 $ — $ 141 $ 80 March 31, 2019 Total Level 1 Level 2 Level 3 (In thousands) Assets: Derivative assets – diesel fuel contracts $ 189 $ — $ 189 $ — Interest rate swaps 1,088 — 1,088 — Total assets at fair value on a recurring basis $ 1,277 $ — $ 1,277 $ — Liabilities: Derivative liability - diesel fuel contracts $ 283 $ — $ 283 $ — Foreign exchange contracts 60 — 60 — Contingent consideration for acquisitions 203 — — 203 Total liabilities at fair value on a recurring basis $ 546 $ — $ 343 $ 203 |
Summary of Changes in Fair Value of Recurring Fair Value Measurements Using Unobservable Inputs | Changes in the fair value of recurring fair value measurements using significant unobservable inputs (Level 3) for the periods presented were as follows: Three Months Ended December 31, Nine Months Ended December 31, 2019 2018 2019 2018 (In thousands) (In thousands) Balance at the beginning of the period $ 80 $ 325 $ 203 $ 578 Change in fair value — 6 40 15 Payments of contingent consideration liability — (103 ) (163 ) (365 ) Balance at the end of the period $ 80 $ 228 $ 80 $ 228 |
Derivative Transactions (Tables
Derivative Transactions (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
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 December 31, Nine Months Ended December 31, 2019 2018 2019 2018 (In thousands) (In thousands) Diesel fuel option collars $ (93 ) $ 1,067 $ (17 ) $ 1,209 Interest rate swaps — 1,810 1,726 767 Foreign exchange forward contracts — 35 (7 ) 35 Total net unrealized mark-to-market (gains) loss $ (93 ) $ 2,912 $ 1,702 $ 2,011 Diesel fuel option collars — (126 ) 157 (700 ) Foreign exchange forward contracts — (73 ) 102 (163 ) Interest rate swaps — (99 ) 544 (191 ) Total net realized loss (gains) $ — $ (298 ) $ 803 $ (1,054 ) |
Net Income Per Share and Stoc_2
Net Income Per Share and Stockholders' Equity (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
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 December 31, Nine Months Ended December 31, (In thousands, except per share data) 2019 2018 2019 2018 NET INCOME PER SHARE—BASIC: Net income (loss) attributable to ADS $ 23,288 $ 15,812 $ (195,479 ) $ 76,762 Adjustments for: Dividends to redeemable convertible preferred stockholders (1,334 ) (467 ) (9,530 ) (1,442 ) Dividends paid to unvested restricted stockholders (3 ) (25 ) (335 ) (55 ) Net income (loss) available to common stockholders and participating securities 21,951 15,320 (205,344 ) 75,265 Undistributed income allocated to participating securities (2,822 ) (1,027 ) — (6,048 ) Net income (loss) available to common stockholders – Basic $ 19,129 $ 14,293 $ (205,344 ) $ 69,217 Weighted average number of common shares outstanding – Basic 68,508 57,180 62,119 56,925 Net income (loss) per common share – Basic $ 0.28 $ 0.25 $ (3.31 ) $ 1.22 NET INCOME PER SHARE—DILUTED: Net income (loss) available to common stockholders – Diluted $ 19,129 $ 14,293 $ (205,344 ) $ 69,217 Weighted average number of common shares outstanding – Basic 68,508 57,180 62,119 56,925 Assumed exercise of stock options 641 505 — 557 Restricted stock 149 — — — Weighted average number of common shares outstanding – Diluted 69,298 57,685 62,119 57,482 Net income (loss) per common share – Diluted $ 0.28 $ 0.25 $ (3.31 ) $ 1.20 Potentially dilutive securities excluded as anti-dilutive 14,915 6,079 14,084 6,068 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term debt as of the periods presented consisted of the following: December 31, 2019 March 31, 2019 (In thousands) Term Loan Facility $ 650,000 $ — Senior Notes 350,000 — Revolving Credit Facility — — PNC Credit Agreement — 134,400 Prudential Senior Notes — 100,000 Equipment financing 1,728 2,427 Total 1,001,728 236,827 Unamortized debt issuance costs (2,507 ) (2,293 ) Current maturities (7,954 ) (25,932 ) Long-term debt obligation $ 991,267 $ 208,602 |
Maturities of Long-term Debt (Excluding Interest and Deferred Financing Costs) | Maturities of long-term debt (excluding interest and deferred financing costs) as of December 31, 2019 are summarized below: Twelve Months Ended December 31, (Amounts in thousands) 2020 2021 2022 2023 2024 Thereafter Total Principal maturities $ 7,954 $ 7,758 $ 7,016 $ 7,000 $ 7,000 $ 965,000 $ 1,001,728 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
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 and nine months ended December 31, 2019 and 2018: Three Months Ended December 31, Nine Months Ended December 31, 2019 2018 2019 2018 (In thousands) (In thousands) Component of income before income taxes: Cost of goods sold $ 319 $ 84 $ 620 $ 228 Selling expenses 49 48 284 134 General and administrative expenses 3,504 1,526 7,980 4,667 Total stock-based compensation expense $ 3,872 $ 1,658 $ 8,884 $ 5,029 The following table summarizes stock-based compensation expense by award type for the three and nine months ended December 31, 2019 and 2018: Three Months Ended December 31, Nine Months Ended December 31, 2019 2018 2019 2018 (In thousands) (In thousands) Stock-based compensation expense: Equity-classified Stock Options $ 701 $ 516 $ 1,952 $ 2,084 Restricted Stock 1,075 574 2,674 1,548 Performance Units 1,776 289 3,349 621 Non-Employee Directors 320 279 909 776 Total stock-based compensation expense $ 3,872 $ 1,658 $ 8,884 $ 5,029 |
Summary of Assumption Used in Estimate Fair Value of Stock Options | The following table summarizes the assumptions used in estimate the fair value of stock-options during the nine months ended December 31, 2019: Nine Months Ended December 31, Common stock price $27.44 Expected stock price volatility 30.9% Risk-free interest rate 2.3% Weighted-average expected option life (years) 6.0 Dividend yield 1.3% |
Business Segments Information (
Business Segments Information (Tables) | 9 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from Reportable Segments by Product Type | The following table sets forth reportable segment information with respect to the amount of Net sales contributed by each class of similar products for the periods presented: Three Months Ended December 31, 2019 December 31, 2018 Net Sales Intersegment Net Sales Net Sales from External Customers Net Sales Intersegment Net Sales Net Sales from External Customers Pipe $ 207,897 $ (342 ) $ 207,555 $ 196,675 $ — $ 196,675 Infiltrator Water Technologies 72,083 (13,549 ) 58,534 — — — International International - Pipe 28,340 — 28,340 29,580 — 29,580 International - Allied Products 10,114 — 10,114 9,354 — 9,354 Total International 38,454 — 38,454 38,934 — 38,934 Allied Products & Other 88,881 — 88,881 82,504 — 82,504 Intersegment Eliminations (13,891 ) 13,891 — — — — Total Consolidated $ 393,424 $ — $ 393,424 $ 318,113 $ — $ 318,113 Nine Months Ended December 31, 2019 December 31, 2018 Net Sales Intersegment Net Sales Net Sales from External Customers Net Sales Intersegment Net Sales Net Sales from External Customers Pipe $ 751,483 $ (684 ) $ 750,799 $ 688,025 $ — $ 688,025 Infiltrator Water Technologies 136,972 (25,738 ) 111,234 — — — International International - Pipe 92,242 — 92,242 108,036 — 108,036 International - Allied Products 33,330 — 33,330 31,533 — 31,533 Total International 125,572 — 125,572 139,569 — 139,569 Allied Products & Other 315,432 — 315,432 284,921 — 284,921 Intersegment Eliminations (26,422 ) 26,422 — — — — Total Consolidated $ 1,303,037 $ — $ 1,303,037 $ 1,112,515 $ — $ 1,112,515 |
Schedule of Financial Information Attributable to Reportable Segments | The following sets forth certain financial information attributable to the reportable segments for the periods presented. Three Months Ended December 31, Nine Months Ended December 31, 2019 2018 2019 2018 (In thousands) (In thousands) Segment adjusted gross profit Pipe $ 61,025 $ 41,696 $ 192,764 $ 153,723 Infiltrator Water Technologies 34,735 — 64,879 — International 9,066 9,257 29,134 31,131 Allied Products & Other 42,818 37,656 157,626 133,828 Intersegment Elimination (881 ) — (1,859 ) — Total $ 146,763 $ 88,609 $ 442,544 $ 318,682 Depreciation and amortization Pipe $ 11,522 $ 11,772 $ 34,626 $ 35,802 Infiltrator Water Technologies 2,563 — 4,422 — International 1,462 1,480 4,559 4,501 Allied Products & Other (a) 15,625 4,297 30,825 12,609 Total $ 31,172 $ 17,549 $ 74,432 $ 52,912 Capital expenditures Pipe $ 7,790 $ 10,122 $ 24,147 $ 24,138 Infiltrator Water Technologies 12,499 — 16,382 — International 191 1,111 2,068 2,919 Allied Products & Other (a) 191 598 3,696 4,073 Total $ 20,671 $ 11,831 $ 46,293 $ 31,130 (a) Includes depreciation and amortization and capital expenditures not allocated to a reportable segment. |
Reconciliation of Gross Profit to Segment Adjusted Gross Profit | Reconciliation of Gross Profit to Segment Adjusted Gross profit Three Months Ended December 31, Nine Months Ended December 31, 2019 2018 2019 2018 (In thousands) (In thousands) Reconciliation of Segment Adjusted Gross Profit: Total Gross Profit $ 123,358 $ 72,399 $ 207,724 $ 267,463 Depreciation and amortization 16,025 14,266 45,417 43,338 ESOP and stock-based compensation expense 5,273 1,944 12,913 7,881 ESOP special dividend compensation — — 168,610 — Inventory step up related to Infiltrator Water Technologies acquisition 2,107 — 7,880 — Total Segment Adjusted Gross Profit $ 146,763 $ 88,609 $ 442,544 $ 318,682 |
Background and Summary of Sig_3
Background and Summary of Significant Accounting Policies - Additional Information (Detail) - Segment | Jul. 31, 2019 | Dec. 31, 2019 |
Schedule Of Organization And Summary Of Significant Accounting Policies [Line Items] | ||
Number of reportable segments | 3 | |
IWT [Member] | ||
Schedule Of Organization And Summary Of Significant Accounting Policies [Line Items] | ||
Agreement and Plan of Merger date | Jul. 31, 2019 | Jul. 31, 2019 |
Loss on Disposal of Assets an_3
Loss on Disposal of Assets and Costs from Exit and Disposal Activities - Summary of Loss on Disposal of Assets and Costs from Exit and Disposal Activities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Discontinued Operations And Disposal Groups [Abstract] | ||||
Accelerated depreciation | $ 430 | |||
Plant severance | $ 39 | 122 | ||
Headcount reduction | 237 | 237 | ||
Product optimization | 48 | 351 | ||
Other restructuring activities | 114 | 316 | ||
Total 2018 Restructuring Plan activities | 438 | 1,456 | ||
Loss (gain) on other disposals and partial disposals of property, plant and equipment | $ 894 | (294) | $ 2,045 | 116 |
Acquisition related severance and other costs | 861 | 2,421 | ||
Total loss on disposal of assets and costs from exit and disposal activities | $ 1,755 | $ 144 | $ 4,466 | $ 1,572 |
Loss on Disposal of Assets an_4
Loss on Disposal of Assets and Costs from Exit and Disposal Activities - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Restructuring plan activities | $ 438 | $ 1,456 | |
Other Accrued Liabilities and Other Liabilities [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Severance liability related to restructuring plan | $ 200 | ||
2018 Restructuring Plan [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Restructuring plan activities | 316 | ||
Pipe Segment [Member] | 2018 Restructuring Plan [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Restructuring plan activities | 300 | 1,100 | |
International Segment [Member] | 2018 Restructuring Plan [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Restructuring plan activities | $ 100 | $ 400 |
Loss on Disposal of Assets an_5
Loss on Disposal of Assets and Costs from Exit and Disposal Activities - Schedule of Reconciliation of Restructuring Liability (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Expenses | $ 438 | $ 1,456 | |
2018 Restructuring Plan [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Balance at the beginning of the period | $ 1,696 | 3,901 | |
Expenses | 316 | ||
Non-cash expenses | 359 | ||
Payments | (1,008) | (2,497) | |
Balance at the end of the period | $ 2,079 | $ 688 | $ 2,079 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Mar. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 668,154 | $ 668,154 | $ 102,638 | |
IWT [Member] | ||||
Business Acquisition [Line Items] | ||||
Agreement and Plan of Merger date | Jul. 31, 2019 | Jul. 31, 2019 | ||
Total fair value of consideration transferred | $ 1,147,200 | |||
Amount payable to acquire | 6,000 | |||
Amount receivable from acquire | 6,600 | |||
Goodwill | 565,100 | |||
Deferred tax liabilities | 110,800 | 110,800 | $ 110,800 | |
Step up of GAAP basis for fair market valuations | 60,700 | |||
Deferred tax liabilities, acquired | 50,100 | |||
Transaction costs related to Acquisition | 1,800 | 22,600 | ||
Estimates transaction cost including tax | 7,300 | 7,300 | ||
Intangible assets | $ 485,000 | |||
Net sales of acquired entity included in condensed consolidated statements of operations | 58,500 | 111,200 | ||
Earnings from operations of acquired entity included in condensed consolidated statements of operations | $ 7,300 | $ 14,200 | ||
IWT [Member] | Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible asset, useful life | 15 years | |||
IWT [Member] | Patents and Developed Technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible asset, useful life | 10 years | |||
IWT [Member] | Tradename and Trademarks [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible asset, useful life | 20 years | |||
IWT [Member] | Intangible Assets [Member] | ||||
Business Acquisition [Line Items] | ||||
Step up of GAAP basis for fair market valuations | $ 58,100 | |||
IWT [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination measurement period | 1 year |
Acquisitions - Summary of Consi
Acquisitions - Summary of Consideration Transferred and Preliminary Purchase Price Allocation of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | 5 Months Ended | ||
Dec. 31, 2019 | Jul. 31, 2019 | Mar. 31, 2019 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 668,154 | $ 102,638 | |
IWT [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 57,375 | $ 57,375 | |
Total current assets, excluding cash | 75,847 | 75,847 | |
Property, plant and equipment, net | 92,285 | 98,860 | |
Goodwill | 565,145 | 567,034 | |
Intangible assets, net | 485,000 | 475,000 | |
Other assets | 14,366 | 14,366 | |
Total current liabilities | (22,756) | (22,756) | |
Deferred tax liabilities | (110,758) | (109,926) | |
Other liabilities | (9,274) | (9,274) | |
Total fair value of consideration transferred | 1,147,230 | $ 1,146,526 | |
Adjustments to Property, Plant and Equipment | (6,575) | ||
Goodwill, Increase to Purchase Price | 704 | ||
Adjustments to Intangible Assets | 10,000 | ||
Tax Adjustments | (832) | ||
Increase to Purchase price | $ 704 |
Acquisitions - Summary of Ident
Acquisitions - Summary of Identifiable Intangible Assets (Detail) - IWT [Member] $ in Thousands | Jul. 31, 2019USD ($) |
Business Acquisition [Line Items] | |
Total identifiable intangible assets, Preliminary fair value | $ 485,000 |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Total identifiable intangible assets, Preliminary fair value | $ 270,000 |
Total identifiable intangible assets, Estimated useful lives | 15 years |
Patents and Developed Technology [Member] | |
Business Acquisition [Line Items] | |
Total identifiable intangible assets, Preliminary fair value | $ 150,000 |
Total identifiable intangible assets, Estimated useful lives | 10 years |
Tradename and Trademarks [Member] | |
Business Acquisition [Line Items] | |
Total identifiable intangible assets, Preliminary fair value | $ 65,000 |
Total identifiable intangible assets, Estimated useful lives | 20 years |
Acquisitions - Summary of unaud
Acquisitions - Summary of unaudited pro forma information (Detail) - IWT [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | ||||
Net sales | $ 393,424 | $ 364,365 | $ 1,389,440 | $ 1,281,898 |
Net income (loss) attributable to ADS | $ 24,630 | $ 6,481 | $ (146,147) | $ 12,501 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Contract Asset and Liability (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Contract With Customer Asset And Liability [Abstract] | ||
Contract asset - product returns | $ 942 | $ 646 |
Refund liability | $ 2,204 | $ 1,372 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Dec. 31, 2019 | Apr. 01, 2019 | |
Minimum [Member] | ||
Lessee Lease Description [Line Items] | ||
Leases remaining term | 1 year | |
Maximum [Member] | ||
Lessee Lease Description [Line Items] | ||
Leases remaining term | 30 years | |
Maximum [Member] | Yard [Member] | ||
Lessee Lease Description [Line Items] | ||
Leases options to extend | 5 years | |
ASC 842 Adoption [Member] | ||
Lessee Lease Description [Line Items] | ||
Additional lease liabilities | $ 13.3 | |
Right-of-use assets | $ 13.3 | |
ASC 842 Adoption [Member] | Infiltrator Water Technologies [Member] | ||
Lessee Lease Description [Line Items] | ||
Additional lease liabilities | $ 11.2 | |
Right-of-use assets | $ 11.2 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Dec. 31, 2019 | Dec. 31, 2019 | |
Operating lease cost | ||
Short-term lease cost | $ 712 | $ 2,036 |
Total operating lease cost | 2,353 | 6,293 |
Finance lease cost | ||
Total finance lease cost | 5,280 | 18,223 |
Cost of Goods Sold [Member] | ||
Operating lease cost | ||
Operating lease cost | 1,382 | 3,509 |
Finance lease cost | ||
Amortization of right-of-use assets | 3,808 | 13,707 |
General and Administrative [Member] | ||
Operating lease cost | ||
Operating lease cost | 259 | 748 |
Finance lease cost | ||
Amortization of right-of-use assets | 356 | 1,073 |
Interest Expense [Member] | ||
Finance lease cost | ||
Interest on lease liabilities | $ 1,116 | $ 3,443 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 4,257 | |
Operating cash flows from finance leases | 3,603 | |
Financing cash flows from finance leases | 18,424 | $ 17,791 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | 5,729 | |
Finance leases | $ 3,238 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Parenthetical) (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Financial leases, Right-of-use assets | $ 96,449 | $ 19,900 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet | us-gaap:PropertyPlantAndEquipmentNet |
Leases - Schedule of Suppleme_3
Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Operating leases | |||
Right-of-use assets | $ 23,208 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | ||
Current lease liabilities | $ 7,532 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherAccruedLiabilitiesCurrent | ||
Non-current lease liabilities | $ 15,752 | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | ||
Total operating lease liabilities | $ 23,284 | ||
Finance leases | |||
Right-of-use assets | $ 96,449 | $ 19,900 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet | us-gaap:PropertyPlantAndEquipmentNet | |
Current lease liabilities | $ 21,413 | $ 23,117 | |
Non-current lease liabilities | 48,604 | $ 61,555 | |
Total finance lease liabilities | $ 70,017 | ||
Weighted average lease term | |||
Operating leases | 7 years 5 months 4 days | ||
Finance leases | 10 years 9 months 18 days | ||
Weighted average discount rate | |||
Operating leases | 3.55% | ||
Finance leases | 5.56% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments on Rolling Twelve-month Basis under Operating and Finance Leases (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Leases | |
Year 1 | $ 7,284 |
Year 2 | 5,664 |
Year 3 | 3,235 |
Year 4 | 2,201 |
Year 5 | 1,514 |
Thereafter | 6,369 |
Total minimum lease payments | 26,267 |
Less: amount representing interest | 2,983 |
Present value of net minimum lease payments | 23,284 |
Finance Leases | |
Year 1 | 24,514 |
Year 2 | 20,294 |
Year 3 | 14,301 |
Year 4 | 9,032 |
Year 5 | 5,244 |
Thereafter | 5,626 |
Total minimum lease payments | 79,011 |
Less: amount representing interest | 8,994 |
Present value of net minimum lease payments | $ 70,017 |
Leases - Schedule of Contractua
Leases - Schedule of Contractual Obligations for Capital and Operating Leases (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Operating Leases | |
2020 | $ 4,159 |
2021 | 2,924 |
2022 | 1,814 |
2023 | 690 |
2024 | 325 |
Thereafter | 2,236 |
Total minimum lease payments | 12,148 |
Present value of net minimum lease payments | 12,148 |
Capital Leases | |
2020 | 26,604 |
2021 | 22,507 |
2022 | 18,064 |
2023 | 11,721 |
2024 | 7,143 |
Thereafter | 8,198 |
Total minimum lease payments | 94,237 |
Less: amount representing interest | 9,565 |
Present value of net minimum lease payments | $ 84,672 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 63,349 | $ 47,910 |
Finished goods | 197,998 | 216,630 |
Total inventories | $ 261,347 | $ 264,540 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) | Dec. 31, 2019 | Mar. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Work-in-process inventories | $ 0 | $ 0 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Assets and Liabilities Carried at Fair Value (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value on a recurring basis | $ 172 | $ 1,277 |
Contingent consideration for acquisitions | 80 | 203 |
Total liabilities at fair value on a recurring basis | 221 | 546 |
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 | 172 | 1,277 |
Total liabilities at fair value on a recurring basis | 141 | 343 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions | 80 | 203 |
Total liabilities at fair value on a recurring basis | 80 | 203 |
Diesel Fuel Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 172 | 189 |
Derivative liability | 141 | 283 |
Diesel Fuel Contracts [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 172 | 189 |
Derivative liability | $ 141 | 283 |
Interest Rate Swaps [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 1,088 | |
Interest Rate Swaps [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 1,088 | |
Foreign Exchange Forward Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 60 | |
Foreign Exchange Forward Contracts [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 60 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of assets and liabilities, additional transfers | $ 0 | $ 0 | |
Prudential Senior Notes [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Senior notes | 0 | $ 100,000,000 | |
Senior notes, fair value | 0 | $ 98,900,000 | |
Senior Notes Payable [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Senior notes | 350,000,000 | ||
Senior notes, fair value | $ 362,100,000 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Changes in Fair Value of Recurring Fair Value Measurements Using Unobservable Inputs (Detail) - Contingent Consideration [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Balance beginning | $ 80 | $ 325 | $ 203 | $ 578 |
Change in fair value | 0 | 6 | 40 | 15 |
Payments of contingent consideration liability | 0 | (103) | (163) | (365) |
Balance ending | $ 80 | $ 228 | $ 80 | $ 228 |
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 | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivatives, Fair Value [Line Items] | ||||
Total net unrealized mark-to-market (gains) loss | $ (93) | $ 2,912 | $ 1,702 | $ 2,011 |
Total net realized loss (gains) | (298) | 803 | (1,054) | |
Diesel Fuel Option Collars [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Total net unrealized mark-to-market (gains) loss | $ (93) | 1,067 | (17) | 1,209 |
Total net realized loss (gains) | (126) | 157 | (700) | |
Interest Rate Swaps [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Total net unrealized mark-to-market (gains) loss | 1,810 | 1,726 | 767 | |
Total net realized loss (gains) | (99) | 544 | (191) | |
Foreign Exchange Forward Contracts [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Total net unrealized mark-to-market (gains) loss | 35 | (7) | 35 | |
Total net realized loss (gains) | $ (73) | $ 102 | $ (163) |
Net Income Per Share and Stoc_3
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 | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
NET INCOME PER SHARE—BASIC: | ||||
Net income (loss) attributable to ADS | $ 23,288 | $ 15,812 | $ (195,479) | $ 76,762 |
Dividends to redeemable convertible preferred stockholders | (1,334) | (467) | (9,530) | (1,442) |
Dividends paid to unvested restricted stockholders | (3) | (25) | (335) | (55) |
Net income (loss) available to common stockholders and participating securities | 21,951 | 15,320 | (205,344) | 75,265 |
Undistributed income allocated to participating securities | (2,822) | (1,027) | (6,048) | |
Net income (loss) available to common stockholders – Basic | $ 19,129 | $ 14,293 | $ (205,344) | $ 69,217 |
Weighted average number of common shares outstanding – Basic | 68,508 | 57,180 | 62,119 | 56,925 |
Net income (loss) per common share – Basic | $ 0.28 | $ 0.25 | $ (3.31) | $ 1.22 |
NET INCOME PER SHARE—DILUTED: | ||||
Net income (loss) available to common stockholders – Diluted | $ 19,129 | $ 14,293 | $ (205,344) | $ 69,217 |
Weighted average number of common shares outstanding – Basic | 68,508 | 57,180 | 62,119 | 56,925 |
Weighted average number of common shares outstanding – Diluted | 69,298 | 57,685 | 62,119 | 57,482 |
Net income (loss) per common share – Diluted | $ 0.28 | $ 0.25 | $ (3.31) | $ 1.20 |
Potentially dilutive securities excluded as anti-dilutive | 14,915 | 6,079 | 14,084 | 6,068 |
Exercise of Stock Options [Member] | ||||
NET INCOME PER SHARE—DILUTED: | ||||
Dilutive securities | 641 | 505 | 557 | |
Restricted Stock [Member] | ||||
NET INCOME PER SHARE—DILUTED: | ||||
Dilutive securities | 149 |
Net Income Per Share and Stoc_4
Net Income Per Share and Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 10, 2019 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | Feb. 28, 2017 |
Equity Class Of Treasury Stock [Line Items] | ||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Proceeds from issuance of common stock after deducting underwriting discounts and commissions and offering expenses | $ 300,000 | $ 293,648 | ||||||
Stock repurchase program amount authorized | $ 50,000 | |||||||
Cash dividend declared | $ 0.09 | |||||||
Dividend payment | $ 81,600 | |||||||
Additional stock-based compensation expense | $ 3,872 | $ 1,658 | 8,884 | $ 5,029 | ||||
Cost of Goods Sold - ESOP special dividend compensation and Selling, General and Administrative Expenses [Member] | ||||||||
Equity Class Of Treasury Stock [Line Items] | ||||||||
Additional stock-based compensation expense | $ 246,800 | |||||||
ESOP [Member] | ||||||||
Equity Class Of Treasury Stock [Line Items] | ||||||||
Number of redeemable convertible preferred stock allocated to ESOP participants | 11,600 | |||||||
Amount of dividend from unallocated redeemable convertible preferred stock held in the ESOP trust to repay ESOP loan | $ 12,000 | |||||||
Special Dividend [Member] | ||||||||
Equity Class Of Treasury Stock [Line Items] | ||||||||
Cash dividend declared | $ 1 | |||||||
Dividend payable date | Jun. 14, 2019 | |||||||
Dividend payable, date of record | Jun. 3, 2019 | |||||||
Special Dividend [Member] | ESOP [Member] | ||||||||
Equity Class Of Treasury Stock [Line Items] | ||||||||
Additional stock-based compensation expense | $ 246,800 | |||||||
Common Stock [Member] | ||||||||
Equity Class Of Treasury Stock [Line Items] | ||||||||
Aggregate shares of common stock issued and sold | 10,350,000 | |||||||
Common stock repurchases, Shares | 0 | 0 | ||||||
Stock repurchase program amount authorized | $ 42,100 | $ 42,100 | ||||||
Common Stock Offering [Member] | ||||||||
Equity Class Of Treasury Stock [Line Items] | ||||||||
Aggregate shares of common stock issued and sold | 10,350,000 | |||||||
Common stock, par value | $ 0.01 | |||||||
Shares price per share | $ 29.75 | |||||||
Proceeds from issuance of common stock after deducting underwriting discounts and commissions and offering expenses | $ 293,600 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | |
South American Joint Venture [Member] | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowings permitted under credit facility | $ 22,000,000 | $ 22,000,000 | |||
Debt, expiration date | Dec. 31, 2020 | ||||
Percentage of debt guarantee | 50.00% | ||||
Company's ownership percentage | 50.00% | 50.00% | |||
Maximum potential payment under guarantee | $ 11,000,000 | $ 11,000,000 | |||
Outstanding principal balance including letters of credit | 10,600,000 | 10,600,000 | $ 12,300,000 | ||
Sales with related parties | 100,000 | $ 400,000 | 600,000 | $ 1,100,000 | |
Sale with joint ventures | 400,000 | 300,000 | 800,000 | 800,000 | |
South American Joint Venture [Member] | US Dollar Denominated Loans [Member] | |||||
Related Party Transaction [Line Items] | |||||
Outstanding principal balance including letters of credit | $ 0 | $ 0 | |||
South American Joint Venture [Member] | Chilean Peso Denominated Loans [Member] | |||||
Related Party Transaction [Line Items] | |||||
Weighted average interest rate | 5.30% | 5.30% | |||
Tigre-ADS USA [Member] | |||||
Related Party Transaction [Line Items] | |||||
Purchases from related party | $ 400,000 | $ 300,000 | $ 1,600,000 | $ 1,500,000 | |
Consolidated Entity Excluding Variable Interest Entities (VIE) [Member] | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowings permitted under credit facility | 12,000,000 | $ 12,000,000 | |||
Revolving credit facility maturity date | Jun. 22, 2018 | ||||
Debt, expiration date | Jun. 22, 2022 | ||||
Outstanding principal balance including letters of credit | $ 0 | $ 0 | |||
ADS Mexicana [Member] | Consolidated Entity Excluding Variable Interest Entities (VIE) [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of ownership in joint venture | 49.00% | 49.00% | |||
Consolidated Entity Excluding Variable Interest Entities (VIE) [Member] | ADS Mexicana [Member] | |||||
Related Party Transaction [Line Items] | |||||
Company's ownership percentage | 51.00% | 51.00% |
Debt - Long-Term Debt (Detail)
Debt - Long-Term Debt (Detail) - USD ($) | Dec. 31, 2019 | Mar. 31, 2019 |
Debt Instrument [Line Items] | ||
Total | $ 1,001,728,000 | $ 236,827,000 |
Unamortized debt issuance costs | (2,507,000) | (2,293,000) |
Current maturities | (7,954,000) | (25,932,000) |
Long-term debt obligation | 991,267,000 | 208,602,000 |
Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Revolving Credit Facility | 650,000,000 | |
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes | 350,000,000 | |
PNC Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Revolving Credit Facility | 134,400,000 | |
Equipment Financing [Member] | ||
Debt Instrument [Line Items] | ||
Revolving Credit Facility | 1,728,000 | 2,427,000 |
Prudential Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 0 | $ 100,000,000 |
Debt (Bridge Credit Facility) -
Debt (Bridge Credit Facility) - Additional Information (Detail) - USD ($) | Sep. 24, 2019 | Sep. 23, 2019 | Sep. 10, 2019 | Jul. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||
Repayment of borrowings | $ 177,900,000 | |||||
Repayment of notes | 1,300,000,000 | |||||
Proceeds from Senior Notes | 350,000,000 | |||||
Principal payment from common stock offering | $ 300,000,000 | $ 293,648,000 | ||||
5.0% Senior Notes due 2027 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 350,000,000 | |||||
Deferred financing fees capitalized | 2,100,000 | |||||
Bridge Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowings permitted under credit facility | $ 350,000,000 | |||||
Amount borrowed | 145,000,000 | |||||
Letter of Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowings permitted under credit facility | $ 50,000,000 | 50,000,000 | ||||
Sublimit of Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowings permitted under credit facility | 50,000,000 | 50,000,000 | ||||
Bridge Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of borrowings | $ 300,000,000 | |||||
Deferred financing fees capitalized | 46,900,000 | |||||
Decrease in deferred financing costs due to refunds received | 14,900,000 | |||||
Senior Secured Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from Senior Notes | 700,000,000 | |||||
Deferred financing fees capitalized | $ 400,000 | |||||
Bridge Loan Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | 1,300,000,000 | |||||
Amount borrowed | $ 1,300,000,000 | |||||
Repayment of notes | 300,000,000 | |||||
Bridge Loan Facility [Member] | 5.0% Senior Notes due 2027 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of notes | 300,000,000 | |||||
Proceeds from Senior Notes | $ 300,000,000 | $ 350,000,000 |
Debt (Repayment of Prudential S
Debt (Repayment of Prudential Senior Notes) - Additional Information (Detail) - Prudential Senior Notes [Member] $ in Millions | Jul. 29, 2019USD ($) |
Debt Instrument [Line Items] | |
Repayments of debt | $ 104.4 |
Write-off of unamortized deferred financing fees and prepayment premium or penalty | $ 4.2 |
Debt (Repayment of PNC Credit A
Debt (Repayment of PNC Credit Agreement) - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Write-off of unamortized deferred financing fees | $ 34,380 | $ 561 | |
PNC Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Repayments of debt | $ 239,200 | ||
Write-off of unamortized deferred financing fees | $ 2,000 |
Debt (Issuance of Senior Notes
Debt (Issuance of Senior Notes due 2027) - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 23, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Jul. 31, 2019 |
Debt Instrument [Line Items] | ||||
Repayment of notes | $ 1,300,000 | |||
Bridge Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 1,300,000 | |||
Repayment of notes | $ 300,000 | |||
5.0% Senior Notes due 2027 [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 350,000 | |||
Debt instrument, interest rate | 5.00% | |||
Debt instrument, description of payment terms | Interest on the Senior Notes will be payable semi-annually in cash in arrears on March 31 and September 30 of each year, commencing on March 31, 2020, at a rate of 5.0% per annum. | |||
Debt instrument, frequency of periodic payment | semi-annually | |||
Debt instrument, date of first required payment | Mar. 31, 2020 | |||
Debt instrument, maturity date | Sep. 30, 2027 | |||
Deferred financing costs | $ 2,100 | |||
5.0% Senior Notes due 2027 [Member] | Prior to September 30, 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, redemption price, percentage of principal amount redeemed | 105.00% | |||
Debt instrument, redemption price, percentage of principal amount redeemed excluding "make-whole" premium | 100.00% | |||
5.0% Senior Notes due 2027 [Member] | Maximum [Member] | Prior to September 30, 2022 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, redemption price, percentage | 40.00% | |||
5.0% Senior Notes due 2027 [Member] | Bridge Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Repayment of notes | $ 300,000 |
Debt (New Senior Secured Credit
Debt (New Senior Secured Credit Facility) - Additional Information (Detail) - USD ($) | Sep. 24, 2019 | Dec. 31, 2019 | Jul. 31, 2019 |
Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 700,000,000 | ||
Debt instrument term | 7 years | ||
Bridge Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Remaining borrowing capacity | $ 700,000,000 | ||
Deferred financing fees capitalized | $ 46,900,000 | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Maximum borrowings permitted under credit facility | $ 350,000,000 | ||
Outstanding letters of credit | $ 8,500,000 | ||
Debt instrument term | 5 years | ||
Commitment fee on undrawn portion, percentage | 0.20% | ||
Letter of Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Maximum borrowings permitted under credit facility | $ 50,000,000 | 50,000,000 | |
Sublimit of Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Maximum borrowings permitted under credit facility | 50,000,000 | $ 50,000,000 | |
Senior Secured Credit Facility | |||
Debt Instrument [Line Items] | |||
Deferred financing fees capitalized | $ 400,000 |
Debt - Maturities of Long-term
Debt - Maturities of Long-term Debt (Excluding Interest and Deferred Financing Costs) (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 31, 2019 |
Debt Disclosure [Abstract] | ||
2020 | $ 7,954 | |
2021 | 7,758 | |
2022 | 7,016 | |
2023 | 7,000 | |
2024 | 7,000 | |
Thereafter | 965,000 | |
Total | $ 1,001,728 | $ 236,827 |
Commitments and Contingencies (
Commitments and Contingencies (Purchase Commitments) - Additional Information (Detail) | 9 Months Ended |
Dec. 31, 2019USD ($) | |
Inventory [Member] | |
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 | $ 0 |
Equipment Purchase Contracts [Member] | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
Total purchase commitment | $ 1,500,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands, shares in Millions | Jul. 31, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Taxes [Line Items] | ||||||
Effective income tax rate | 14.50% | 13.40% | (13.20%) | 26.60% | ||
Discrete income tax expense | $ 60,700 | |||||
Additional stock-based compensation expense | $ 3,872 | $ 1,658 | 8,884 | $ 5,029 | ||
IWT [Member] | ||||||
Income Taxes [Line Items] | ||||||
Non-deductible transaction costs | 1,800 | |||||
Increase (decrease) in unrecognized tax benefits | (1,400) | $ 1,400 | ||||
Total purchase price | $ 110,800 | $ 110,800 | 110,800 | |||
Purchase price related to step up of GAAP basis for fair market valuations | 60,700 | |||||
Deferred tax liabilities acquired | 50,100 | |||||
IWT [Member] | Intangible Assets [Member] | ||||||
Income Taxes [Line Items] | ||||||
Purchase price related to step up of GAAP basis for fair market valuations | $ 58,100 | |||||
Employee Stock Ownership Plan (ESOP) [Member] | ||||||
Income Taxes [Line Items] | ||||||
Non-deductible stock appreciation of total stock-based compensation expense | $ 237,600 | |||||
Effective tax rate reduced by discrete event | 35.10% | |||||
Employee Stock Ownership Plan (ESOP) [Member] | Special Dividend [Member] | ||||||
Income Taxes [Line Items] | ||||||
Shares allocated from the ESOP from discrete event | 11.6 | 11.6 | ||||
Additional stock-based compensation expense | $ 246,800 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 3,872 | $ 1,658 | $ 8,884 | $ 5,029 |
Non-Employee Director [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 320 | 279 | 909 | 776 |
Equity-Classified Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 701 | 516 | 1,952 | 2,084 |
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 1,075 | 574 | 2,674 | 1,548 |
Performance Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 1,776 | 289 | 3,349 | 621 |
Cost of Goods Sold [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 319 | 84 | 620 | 228 |
Selling Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | 49 | 48 | 284 | 134 |
General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense | $ 3,504 | $ 1,526 | $ 7,980 | $ 4,667 |
Stock-Based Compensation (2017
Stock-Based Compensation (2017 Omnibus Plan) - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | May 24, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock awards | $ (38) | $ (19) | $ (129) | $ (72) | ||
2017 Omnibus Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock awards, Shares | 100,000 | 300,000 | ||||
Restricted stock awards | $ 2,900 | $ 9,900 | ||||
Share-based compensation award description | the performance units, 50% of the award is based upon the achievement of certain levels of Return on Invested Capital for the performance period and 50% is based upon the achievement of certain levels of Free Cash Flow for the performance period. | |||||
Performance awards performance period | 3 years | |||||
Number of nonqualified stock options granted | 300,000 | |||||
Number of stock options granted, Value | $ 2,700 | |||||
2017 Omnibus Plan [Member] | IWT [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation award description | the performance units based on the Infiltrator Water Technologies reportable segment, 75% of the award is based upon the achievement of certain levels of Infiltrator Water Technologies Adjusted EBITDA for the performance period and 25% is based upon the achievement of certain levels of Infiltrator Water Technologies Free Cash Flow for the performance period. | |||||
2017 Omnibus Plan [Member] | Performance Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of performance units granted | 100,000 | |||||
Number of performance units granted, Value | $ 3,400 | |||||
2017 Omnibus Plan [Member] | Performance Shares [Member] | IWT [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of performance units granted | 100,000 | |||||
Number of performance units granted, Value | $ 2,700 | |||||
Performance awards performance period | 3 years | |||||
2017 Omnibus Plan [Member] | Predetermined Synergies Performance Shares [Member] | IWT [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of performance units granted | 100,000 | |||||
Number of performance units granted, Value | $ 2,800 | |||||
Performance awards performance period | 3 years | |||||
2017 Omnibus Plan [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock approved for issuance | 3,500,000 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Assumption Used in Estimate Fair Value of Stock Options (Detail) | 9 Months Ended |
Dec. 31, 2019$ / shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Common stock price | $ 27.44 |
Expected stock price volatility | 30.90% |
Risk-free interest rate | 2.30% |
Weighted-average expected option life (years) | 6 years |
Dividend yield | 1.30% |
Business Segments Information -
Business Segments Information - Additional Information (Detail) | 9 Months Ended |
Dec. 31, 2019Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Business Segments Information_2
Business Segments Information - Schedule of Revenue from Reportable Segments by Product Type (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||||
Net Sales | $ 393,424 | $ 318,113 | $ 1,303,037 | $ 1,112,515 |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 393,424 | 318,113 | 1,303,037 | 1,112,515 |
Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | (13,891) | (26,422) | ||
Pipe Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 207,555 | 196,675 | 750,799 | 688,025 |
Pipe Segment [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 207,897 | 196,675 | 751,483 | 688,025 |
Pipe Segment [Member] | Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | (342) | (684) | ||
Allied Products and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 88,881 | 82,504 | 315,432 | 284,921 |
Allied Products and Other [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 88,881 | 82,504 | 315,432 | 284,921 |
International Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 38,454 | 38,934 | 125,572 | 139,569 |
International Segment [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 38,454 | 38,934 | 125,572 | 139,569 |
International Segment [Member] | Pipe [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 28,340 | 29,580 | 92,242 | 108,036 |
International Segment [Member] | Pipe [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 28,340 | 29,580 | 92,242 | 108,036 |
International Segment [Member] | Allied Products [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 10,114 | 9,354 | 33,330 | 31,533 |
International Segment [Member] | Allied Products [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 10,114 | $ 9,354 | 33,330 | $ 31,533 |
Infiltrator Water Technologies Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 58,534 | 111,234 | ||
Infiltrator Water Technologies Segment [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 72,083 | 136,972 | ||
Infiltrator Water Technologies Segment [Member] | Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | $ (13,549) | $ (25,738) |
Business Segments Information_3
Business Segments Information - Schedule of Financial Information Attributable to Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||||
Segment adjusted gross profit | $ 146,763 | $ 88,609 | $ 442,544 | $ 318,682 |
Depreciation and amortization | 31,172 | 17,549 | 74,432 | 52,912 |
Capital expenditures | 20,671 | 11,831 | 46,293 | 31,130 |
Operating Segments [Member] | Pipe Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment adjusted gross profit | 61,025 | 41,696 | 192,764 | 153,723 |
Depreciation and amortization | 11,522 | 11,772 | 34,626 | 35,802 |
Capital expenditures | 7,790 | 10,122 | 24,147 | 24,138 |
Operating Segments [Member] | Infiltrator Water Technologies Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment adjusted gross profit | 34,735 | 64,879 | ||
Depreciation and amortization | 2,563 | 4,422 | ||
Capital expenditures | 12,499 | 16,382 | ||
Operating Segments [Member] | International Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment adjusted gross profit | 9,066 | 9,257 | 29,134 | 31,131 |
Depreciation and amortization | 1,462 | 1,480 | 4,559 | 4,501 |
Capital expenditures | 191 | 1,111 | 2,068 | 2,919 |
Operating Segments [Member] | Allied Products and Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment adjusted gross profit | 42,818 | 37,656 | 157,626 | 133,828 |
Depreciation and amortization | 15,625 | 4,297 | 30,825 | 12,609 |
Capital expenditures | 191 | $ 598 | 3,696 | $ 4,073 |
Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Segment adjusted gross profit | $ (881) | $ (1,859) |
Business Segments Information_4
Business Segments Information - Reconciliation of Gross Profit to Segment Adjusted Gross Profit (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Gross profit | $ 123,358 | $ 72,399 | $ 207,724 | $ 267,463 |
Depreciation and amortization | 16,025 | 14,266 | 45,417 | 43,338 |
ESOP and stock-based compensation expense | 5,273 | 1,944 | 12,913 | 7,881 |
ESOP special dividend compensation | 168,610 | |||
Inventory step up | 7,880 | |||
Total Segment Adjusted Gross Profit | 146,763 | $ 88,609 | 442,544 | $ 318,682 |
Infiltrator Water Technologies [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Inventory step up | $ 2,107 | $ 7,880 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Subsequent Event [Line Items] | |||||
Common stock dividend per share | $ 0.09 | $ 0.08 | $ 1.27 | $ 0.24 | |
Scenario, Forecast [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock dividend per share | $ 0.09 | ||||
Dividend payable date | Mar. 16, 2020 | ||||
Dividend payable, date of record | Mar. 2, 2020 |