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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2022
 
ADVANCED DRAINAGE SYSTEMS, INC.
(Exact name of Registrant as Specified in Its Charter)
 
Delaware 001-36557 51-0105665
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
     
4640 Trueman Boulevard,   43026
Hilliard, Ohio
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s Telephone Number, Including Area Code: (614) 658-0050
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class  
Trading
Symbol(s)
  Name of each exchange on which registered
Common Stock, $0.01 par value per share   WMS   New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02    Results of Operations and Financial Condition 
On November 3, 2022, Advanced Drainage Systems, Inc. (the "Company") issued a press release setting forth the Company’s unaudited results for the fiscal second quarter ended September 30, 2022. A copy of the Company’s press release with the results is being furnished as Exhibit 99.1 and hereby incorporated by reference.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities under Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 7.01    Regulation FD Disclosure 
As previously announced, at 10:00 a.m. (Eastern time) on November 3, 2022, the Company’s President and Chief Executive Officer, Scott Barbour, and Chief Financial Officer, Scott Cottrill, will host a conference call and webcast to discuss the Company’s unaudited results for the second quarter ended September 30, 2022. A copy of the Company’s slides forming the basis of the presentation is being furnished as Exhibit 99.2 and hereby incorporated by reference.  
The live webcast will also be accessible via the "Events Calendar" section of the Company’s Investor Relations website, www.investors.ads-pipe.com. An archived version of the webcast will be available following the call.
Item 8.01    Other Events
On November 3, 2022, the Company issued a press release announcing the approval by the Board of Directors (the "Board") of the Company of the declaration of a cash dividend of $0.12 per share, payable on December 15, 2022, to stockholders of record at the close of business on December 1, 2022. A copy of the Company’s press release is attached hereto as Exhibit 99.3 and hereby incorporated by reference.
Item 9.01    Financial Statements and Exhibits.
(d)Exhibits
The following exhibits are being furnished as part of this report:
99.1  
     
99.2  
     
99.3  
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ADVANCED DRAINAGE SYSTEMS, INC.
Date: November 3, 2022 By: /s/ Scott A. Cottrill
Name: Scott A. Cottrill
Title: EVP, CFO & Secretary
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EX-99.1 2 wms-11032022x8kex991.htm EX-99.1 Document
Exhibit 99.1
adslogoa.jpg 
ADVANCED DRAINAGE SYSTEMS ANNOUNCES SECOND QUARTER
FISCAL 2023 RESULTS
HILLIARD, Ohio – (November 3, 2022) – Advanced Drainage Systems, Inc. (NYSE: WMS) (“ADS” or the “Company”), a leading provider of innovative water management solutions in the stormwater and onsite septic wastewater industries today announced financial results for the fiscal second quarter ended September 30, 2022.
Second Quarter Fiscal 2023 Results
•Net sales increased 25.2% to $884.2 million
•Net income increased 101.0% to $153.4 million
•Adjusted EBITDA (Non-GAAP) increased 59.7% to $263.2 million

Year-to-Date Fiscal 2023 Results
•Net sales increased 30.7% to $1,798.4 million
•Net income increased 122.8% to $341.9 million
•Adjusted EBITDA (Non-GAAP) increased 69.7% to $562.2 million
•Cash provided by operating activities increased 360.6% to $437.0 million
•Free cash flow (Non-GAAP) increased $330.4 million to $361.5 million

Scott Barbour, President and Chief Executive Officer of ADS commented, "We achieved record second quarter revenue and Adjusted EBITDA this quarter. Sales growth of 25% was driven by favorable pricing at both ADS and Infiltrator, strong volume growth in Allied Products, and growth in the residential and agriculture end markets. In addition, we continued to make progress bringing down elevated levels of backlog, and lead times have improved in most geographies and product lines. The favorable top line growth we achieved in the second quarter was broad based across our construction and agriculture end markets, with notable strength in our priority states."

Barbour continued, "As we entered September and into October, we began to see the impact of the uncertain macroeconomic environment in isolated pockets across certain geographies and product lines. In particular, our Infiltrator and retail businesses began to feel the impact of channel destocking as well as some project slowdowns within our non-residential business in certain geographies. However, demand remains strong for residential land development and horizontal construction, particularly for warehouses and distribution centers. And while inflationary pressures have been persistent throughout the year, we are beginning to see some abatement, which when combined with our productivity initiatives position us well moving into the second half of Fiscal 2023.”

Barbour concluded, "Taking this into account, we are lowering our fiscal year guidance for revenue to our original Fiscal 2023 guidance of $3.100 billion to $3.200 billion. While uncertainty remains around general economic conditions, our leading indicators including project identification, quoting, book-to-bill and order trends give us confidence we can achieve the updated revenue guidance issued today. Importantly, our Adjusted EBITDA guidance remains unchanged as we execute on actions to improve cost and efficiency within the business."
Second Quarter Fiscal 2023 Results
Net sales increased $177.7 million, or 25.2%, to $884.2 million, as compared to $706.5 million in the prior year quarter. Domestic pipe sales increased $116.5 million, or 30.3%, to $501.0 million. Domestic allied products & other sales increased $56.5 million, or 38.8%, to $202.2 million. Infiltrator sales increased $4.8 million, or 3.3%, to $150.7 million. These increases were driven by double-digit sales growth in the U.S. construction and agriculture end markets. International sales increased $9.9 million, or 15.6%, to $73.5 million, driven by growth in the Canadian, Mexican and Exports businesses.
Gross profit increased $119.9 million, or 59.9%, to $320.0 million as compared to $200.1 million in the prior year. The increase in gross profit is primarily due to the increase in sales volume and favorable pricing on pipe, onsite septic and allied products. This increase was partially offset by inflationary pressures on manufacturing and transportation costs.
Adjusted EBITDA (Non-GAAP) increased $98.4 million, or 59.7%, to $263.2 million, as compared to $164.8 million in the prior year. The increase is primarily due to the factors mentioned above. As a percentage of net sales, Adjusted EBITDA was 29.8% as compared to 23.3% in the prior year.
1


Reconciliations of GAAP to Non-GAAP financial measures for Adjusted EBITDA and Free Cash Flow have been provided in the financial statement tables included in this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”
Year-to-Date Fiscal 2023 Results
Net sales increased $422.6 million, or 30.7%, to $1,798.4 million, as compared to $1,375.8 million in the prior year quarter. Domestic pipe sales increased $267.3 million, or 35.2%, to $1,025.8 million. Domestic allied products & other sales increased $128.4 million, or 47.1%, to $401.1 million. Infiltrator sales increased $44.4 million, or 16.3%, to $317.0 million. These increases were driven by double-digit sales growth in the U.S. construction end markets. International sales increased $16.0 million, or 12.4%, to $145.0 million, driven by strong sales growth in the Mexican and Exports businesses.
Gross profit increased $270.9 million, or 67.5%, to $672.1 million as compared to $401.2 million in the prior year. The increase in gross profit is primarily due to the favorable pricing on pipe, onsite septic and allied products. This was partially offset by inflationary pressures of higher material and transportation costs along with higher manufacturing costs.
Adjusted EBITDA (Non-GAAP) increased $230.9 million, or 69.7%, to $562.2 million, as compared to $331.4 million in the prior year. The increase is primarily due to the factors mentioned above. As a percentage of net sales, Adjusted EBITDA was 31.3% as compared to 24.1% in the prior year.
Balance Sheet and Liquidity
Net cash provided by operating activities was $437.0 million, as compared to $94.9 million in the prior year. Free cash flow (Non-GAAP) was $361.5 million, as compared to $31.1 million in the prior year. Net debt (total debt and finance lease obligations net of cash) was $853.9 million as of September 30, 2022, a decrease of $70.6 million from March 31, 2022.

On June 9, 2022 the Company issued $500.0 million aggregate principal amount of 6.375% Senior Notes due 2030. Some of the proceeds of this issuance were used to repay the outstanding borrowings under its senior secured revolving credit facility.
ADS had total liquidity of $1,045.7 million, comprised of cash of $457.4 million as of September 30, 2022 and $588.4 million of availability under committed credit facilities. As of September 30, 2022, the Company’s trailing-twelve-month leverage ratio was 1.0 times Adjusted EBITDA.
In the six months ended September 30, 2022, the Company repurchased 1.9 million shares of its common stock for a total cost of $195.2 million. As of September 30, 2022, approximately $804.8 million of common stock may be repurchased under the authorization.
Fiscal 2023 Outlook
Based on current visibility, backlog of existing orders and business trends, the Company updated its financial targets for fiscal 2023. Net sales are now expected to be in the range of $3.100 billion to $3.200 billion. Adjusted EBITDA is unchanged and expected to be in the range of $900 to $940 million. Capital expenditures are expected to be approximately $175 million.
Conference Call Information
Webcast: Interested investors and other parties can listen to a webcast of the live conference call by logging in through the Investor Relations section of the Company's website at https://investors.ads-pipe.com/events-and-presentations. An online replay will be available on the same website following the call.

Teleconference: To participate in the live teleconference, participants may register at https://www.netroadshow.com/events/login?show=22275fee&confId=43001. After registering, participants will receive a confirmation through email, including dial in details and unique conference call codes for entry. Registration is open through the live call. To ensure participants are connected for the full call, please register at least 10 minutes before the start of the call.
About the Company
Advanced Drainage Systems is a leading manufacturer of innovative stormwater and onsite septic wastewater solutions that manages the world’s most precious resource: water. ADS provides superior drainage solutions for use in a wide variety of markets and applications including commercial, residential, infrastructure and agriculture. ADS delivers tremendous service to its customers with the industry’s largest company-owned fleet, an expansive sales team, and a vast manufacturing network of approximately 70 manufacturing plants and 37 distribution centers. ADS is the largest plastic recycling company in North America, ensuring over half a billion pounds of plastic is kept out of landfills every year. Founded in 1966, ADS’ water management solutions are designed to last for decades. To learn more, visit the Company’s website at www.adspipe.com.

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Forward Looking Statements
Certain statements in this press release may be deemed to be forward-looking statements. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; the risks related to the COVID-19 pandemic or other pandemics in the future; disruption or volatility in general business and economic conditions in the markets in which we operate; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets; uncertainties surrounding the integration and realization of anticipated benefits of; the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; the risk associated with manufacturing processes; the effect of global climate change; cybersecurity risks; our ability to manage our supply purchasing and customer credit policies; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; the risks associated with our current levels of indebtedness, including borrowings under our existing credit agreement and outstanding indebtedness under our existing senior notes; and other risks and uncertainties described in the Company’s filings with the SEC. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
For more information, please contact:
Michael Higgins
VP, Corporate Strategy & Investor Relations
(614) 658-0050
Michael.Higgins@adspipe.com
3


Financial Statements
ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
 
Three Months Ended September 30, Six Months Ended
September 30,
(In thousands, except per share data) 2022 2021 2022 2021
Net sales $ 884,209  $ 706,471  $ 1,798,395  $ 1,375,771 
Cost of goods sold 564,246  506,414  1,126,325  974,593 
Gross profit 319,963  200,057  672,070  401,178 
Operating expenses:
Selling, general and administrative 88,639  73,951  175,159  150,172 
(Gain) loss on disposal of assets and costs from exit and disposal activities
(102) (901) 201  (912)
Intangible amortization 13,841  15,446  27,518  31,091 
Income from operations 217,585  111,561  469,192  220,827 
Other expense:
Interest expense 18,261  8,437  29,333  16,344 
Derivative losses (gains) and other expense (income), net 395  202  (1,507) (1,812)
Income before income taxes 198,929  102,922  441,366  206,295 
Income tax expense 47,508  26,816  102,573  53,271 
Equity in net income of unconsolidated affiliates (1,956) (206) (3,066) (411)
Net income 153,377  76,312  341,859  153,435 
Less: net income attributable to noncontrolling interest 1,370  953  2,706  2,089 
Net income attributable to ADS 152,007  75,359  339,153  151,346 
Dividends to participating securities
—  (1,636) —  (3,276)
Net income available to common stockholders and participating securities
152,007  73,723  339,153  148,070 
Undistributed income allocated to participating securities
—  (10,494) —  (21,430)
Net income available to common stockholders $ 152,007  $ 63,229  $ 339,153  $ 126,640 
     
Weighted average common shares outstanding:    
Basic 83,466  70,464  83,306  70,993 
Diluted 84,498  71,924  84,485  72,614 
Net income per share:    
Basic $ 1.82  $ 0.90  $ 4.07  $ 1.78 
Diluted $ 1.80  $ 0.88  $ 4.01  $ 1.74 
Cash dividends declared per share $ 0.12  $ 0.11  $ 0.24  $ 0.22 
 
 

4


ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)

  As of
(Amounts in thousands) September 30, 2022 March 31, 2022
ASSETS    
Current assets:    
Cash $ 457,357  $ 20,125 
Receivables, net 387,952  341,753 
Inventories 479,171  494,324 
Other current assets 23,400  15,696 
Total current assets 1,347,880  871,898 
Property, plant and equipment, net 653,432  619,383 
Other assets:
Goodwill 619,487  610,293 
Intangible assets, net 435,281  431,385 
Other assets 121,519  116,799 
Total assets $ 3,177,599  $ 2,649,758 
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY    
Current liabilities:    
Current maturities of debt obligations $ 16,765  $ 19,451 
Current maturities of finance lease obligations 5,358  5,089 
Accounts payable 236,603  224,986 
Other accrued liabilities 169,774  134,877 
Accrued income taxes 10,800  6,838 
Total current liabilities 439,300  391,241 
Long-term debt obligations, net 1,275,211  908,705 
Long-term finance lease obligations 13,893  11,393 
Deferred tax liabilities 164,945  168,435 
Other liabilities 68,580  64,939 
Total liabilities 1,961,929  1,544,713 
Mezzanine equity:    
Redeemable common stock 159,928  — 
Redeemable convertible preferred stock —  195,384 
Total mezzanine equity 159,928  195,384 
Stockholders’ equity:
Common stock 11,642  11,612 
Paid-in capital 1,119,453  1,065,628 
Common stock in treasury, at cost (536,697) (318,691)
Accumulated other comprehensive loss (33,775) (24,386)
Retained earnings 477,790  158,876 
Total ADS stockholders’ equity 1,038,413  893,039 
Noncontrolling interest in subsidiaries 17,329  16,622 
Total stockholders’ equity 1,055,742  909,661 
Total liabilities, mezzanine equity and stockholders’ equity $ 3,177,599  $ 2,649,758 
5


ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 
  Six Months Ended September 30,
(Amounts in thousands) 2022 2021
Cash Flow from Operating Activities    
Net income $ 341,859  $ 153,435 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 71,500  68,850 
Deferred income taxes (3,117) 15 
(Gain) loss on disposal of assets and costs from exit and disposal activities 201  (912)
ESOP and stock-based compensation 13,733  38,437 
Amortization of deferred financing charges 398  191 
Fair market value adjustments to derivatives 2,183  (446)
Equity in net income of unconsolidated affiliates (3,066) (411)
Other operating activities (713) 441 
Changes in working capital:
Receivables (43,680) (138,063)
Inventories 15,799  (124,429)
Prepaid expenses and other current assets (7,776) (6,738)
Accounts payable, accrued expenses, and other liabilities 49,703  104,508 
Net cash provided by operating activities 437,024  94,878 
Cash Flows from Investing Activities    
Capital expenditures (75,545) (63,764)
Acquisition, net of cash acquired (48,010) — 
Other investing activities 46  1,556 
Net cash used in investing activities (123,509) (62,208)
Cash Flows from Financing Activities    
Payments on syndicated Term Loan Facility (3,500) (3,500)
Proceeds from Revolving Credit Agreement 26,200  146,800 
Payments on Revolving Credit Agreement (140,500) (24,200)
Proceeds from Amended Revolving Credit Agreement 97,000  — 
Payments on Amended Revolving Credit Agreement (97,000) — 
Proceeds from Senior Notes due 2030 500,000  — 
Debt issuance costs (11,575) — 
Payments on Equipment Financing (7,104) — 
Payments on finance lease obligations (3,153) (10,437)
Repurchase of common stock (192,602) (292,000)
Cash dividends paid (20,367) (18,758)
Dividends paid to noncontrolling interest holder (1,727) (1,471)
Proceeds from exercise of stock options 4,660  3,179 
Payment of withholding taxes on vesting of restricted stock units (25,512) (12,976)
Other financing activities —  (230)
Net cash provided by (used in) financing activities 124,820  (213,593)
Effect of exchange rate changes on cash (1,103) (81)
Net change in cash 437,232  (181,004)
Cash at beginning of period 20,125  195,009 
Cash at end of period $ 457,357  $ 14,005 
6


Selected Financial Data
The following tables set forth net sales by reportable segment for each of the periods indicated.
  Three Months Ended
September 30, 2022 September 30, 2021
(In thousands) Net Sales Intersegment Net Sales Net Sales from External Customers Net Sales Intersegment Net Sales Net Sales from External Customers
Pipe $ 500,978  $ (10,770) $ 490,208  $ 384,521  $ (2,668) $ 381,853 
Infiltrator 150,735  (22,450) 128,285  145,911  (22,412) 123,499 
International
International - Pipe 56,461  (7,339) 49,122  50,141  (5,170) 44,971 
International - Allied Products & Other 17,002  —  17,002  13,433  —  13,433 
Total International 73,463  (7,339) 66,124  63,574  (5,170) 58,404 
Allied Products & Other 202,200  (2,608) 199,592  145,719  (3,004) 142,715 
Intersegment Eliminations (43,167) 43,167  —  (33,254) 33,254  — 
Total Consolidated $ 884,209  $ —  $ 884,209  $ 706,471  $ —  $ 706,471 
Six Months Ended
September 30, 2022 September 30, 2021
Net Sales Intersegment Net Sales Net Sales from External Customers Net Sales Intersegment Net Sales Net Sales from External Customers
Pipe $ 1,025,835  $ (20,644) $ 1,005,191  $ 758,531  $ (4,571) $ 753,960 
Infiltrator 317,025  (51,356) 265,669  272,653  (41,449) 231,204 
International
International - Pipe 109,880  (13,198) 96,682  100,979  (8,084) 92,895 
International - Allied Products & Other 35,097  —  35,097  27,961  —  27,961 
Total International 144,977  (13,198) 131,779  128,940  (8,084) 120,856 
Allied Products & Other 401,109  (5,353) 395,756  272,755  (3,004) 269,751 
Intersegment Eliminations (90,551) 90,551  —  (57,108) 57,108  — 
Total Consolidated $ 1,798,395  $ —  $ 1,798,395  $ 1,375,771  $ —  $ 1,375,771 
Non-GAAP Financial Measures
This press release contains financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). ADS management uses non-GAAP measures in its analysis of the Company’s performance. Investors are encouraged to review the reconciliation of non-GAAP financial measures to the comparable GAAP results available in the accompanying tables.
Reconciliation of Non-GAAP Financial Measures
This press release includes references to organic results, Adjusted EBITDA and Free Cash Flow, non-GAAP financial measures. These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP. These measures are not intended to be substitutes for those reported in accordance with GAAP. Adjusted EBITDA and Free Cash Flow may be different from non-GAAP financial measures used by other companies, even when similar terms are used to identify such measures.
EBITDA and Adjusted EBITDA are non-GAAP financial measures that comprise net income before interest, income taxes, depreciation and amortization, stock-based compensation, non-cash charges and certain other expenses. The Company’s definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Adjusted EBITDA is a key metric used by management and the Company’s board of directors to assess financial performance and evaluate the effectiveness of the Company’s business strategies. Accordingly, management believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as the Company’s management and board of directors. In order to provide investors with a meaningful reconciliation, the Company has provided below reconciliations of Adjusted EBITDA to net income.
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Free Cash Flow is a non-GAAP financial measure that comprises cash flow from operating activities less capital expenditures. Free Cash Flow is a measure used by management and the Company’s board of directors to assess the Company’s ability to generate cash.  Accordingly, management believes that Free Cash Flow provides useful information to investors and others in understanding and evaluating our ability to generate cash flow from operations after capital expenditures. In order to provide investors with a meaningful reconciliation, the Company has provided below a reconciliation of cash flow from operating activities to Free Cash Flow.
The following tables present a reconciliation of EBITDA and Adjusted EBITDA to Net Income and Free Cash Flow to Cash Flow from Operating Activities, the most comparable GAAP measures, for each of the periods indicated.
Reconciliation of Adjusted EBITDA to Net Income
  Three Months Ended
September 30,
Six Months Ended
September 30,
(Amounts in thousands) 2022 2021 2022 2021
Net income $ 153,377  $ 76,312  $ 341,859  $ 153,435 
Depreciation and amortization 35,922  34,194  71,500  68,850 
Interest expense 18,261  8,437  29,333  16,344 
Income tax expense 47,508  26,816  102,573  53,271 
EBITDA 255,068  145,759  545,265  291,900 
(Gain) loss on disposal of assets and costs from exit and disposal activities
(102) (901) 201  (912)
Stock-based compensation expense 7,460  5,618  13,733  12,269 
ESOP compensation expense —  12,013  —  26,168 
Transaction costs 368  834  2,083  877 
Other adjustments(a)
408  1,481  963  1,084 
Adjusted EBITDA $ 263,202  $ 164,804  $ 562,245  $ 331,386 
(a)Includes derivative fair value adjustments, foreign currency transaction (gains) losses, interest income, the proportionate share of interest, income taxes, depreciation and amortization related to the South American Joint Venture, which is accounted for under the equity method of accounting and executive retirement expense.
Reconciliation of Free Cash Flow to Cash flow from Operating Activities
  Six Months Ended
September 30,
(Amounts in thousands) 2022 2021
Net cash flow from operating activities $ 437,024  $ 94,878 
Capital expenditures (75,545) (63,764)
Free cash flow $ 361,479  $ 31,114 
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EX-99.2 3 ex992-q2fy23.htm EX-99.2 ex992-q2fy23




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Reconciliations 11


 
Reconciliations 12


 
EX-99.3 4 wms-11032022x8kex993.htm EX-99.3 Document
Exhibit 99.3
adslogo.jpg
ADVANCED DRAINAGE SYSTEMS ANNOUNCES QUARTERLY CASH DIVIDEND

HILLIARD, Ohio – (November 3, 2022) – Advanced Drainage Systems, Inc. (NYSE: WMS) (“ADS” or the “Company”), a leading provider of innovative water management solutions in the stormwater and on-site septic waste water industries, today announced that its Board of Directors (the “Board”) has approved a quarterly cash dividend to its shareholders in the amount of $0.12 per share, a 9% increase over the prior year dividend amount.

Scott Barbour, President and Chief Executive Officer of Advanced Drainage Systems commented, “Today’s dividend announcement is predicated on the strength of our balance sheet, formidable cash generation, and ongoing commitment to returning capital to shareholders. Our strong financial performance and operational excellence initiatives provide us with the confidence and financial flexibility to return excess cash to our shareholders while simultaneously continuing to strategically invest in our business.”

The quarterly cash dividend of $0.12 per share will be paid on December 15, 2022, to shareholders of record at the close of business on December 1, 2022.

About the Company
Advanced Drainage Systems is a leading manufacturer of innovative stormwater and onsite septic wastewater solutions that manages the world’s most precious resource: water. ADS provides superior drainage solutions for use in a wide variety of markets and applications including commercial, residential, infrastructure and agriculture. ADS delivers tremendous service to its customers with the industry’s largest company-owned fleet, an expansive sales team, and a vast manufacturing network of approximately 70 manufacturing plants and 37 distribution centers. ADS is the largest plastic recycling company in North America, ensuring over half a billion pounds of plastic is kept out of landfills every year. Founded in 1966, ADS’ water management solutions are designed to last for decades. To learn more, visit the Company’s website at www.adspipe.com.

Forward Looking Statements
Certain statements in this press release may be deemed to be forward-looking statements. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; the risks related to the COVID-19 pandemic or other pandemics in the future; disruption or volatility in general business and economic conditions in the markets in which we operate; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets; uncertainties surrounding the integration and realization of anticipated benefits of; the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; the risk associated with manufacturing processes; the effect of global climate change; cybersecurity risks; our ability to manage our supply purchasing and customer credit policies; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; the risks associated with our current levels of indebtedness, including borrowings under our existing credit agreement and outstanding indebtedness under our existing senior notes; and other risks and uncertainties described in the Company’s filings with the SEC. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

For more information, please contact:
Michael Higgins
VP, Corporate Strategy & Investor Relations
(614) 658-0050
Mike.Higgins@ads-pipe.com