株探米国株
日本語 英語
エドガーで原本を確認する
0001604028False00016040282025-08-072025-08-07

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): August 7, 2025
 
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 August 7, 2025, Advanced Drainage Systems, Inc. (the "Company") issued a press release setting forth the Company’s unaudited results for the fiscal first quarter ended June 30, 2025. 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 August 7, 2025, 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 first quarter ended June 30, 2025. 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 August 7, 2025, 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 $0.18 per share, payable on September 15, 2025, to stockholders of record at the close of business on August 29, 2025. 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)
 
1


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: August 7, 2025 By: /s/ Scott A. Cottrill
Name: Scott A. Cottrill
Title: EVP, CFO & Secretary
2
EX-99.1 2 wms-08072025x8kex991.htm EX-99.1 Document
Exhibit 99.1
adslogoa.jpg 
ADVANCED DRAINAGE SYSTEMS ANNOUNCES FIRST QUARTER
FISCAL 2026 RESULTS
HILLIARD, Ohio – (August 7, 2025) – Advanced Drainage Systems, Inc. (NYSE: WMS) (“ADS” or the “Company”), a leading provider of innovative water management solutions in the stormwater and onsite wastewater industries today announced financial results for the fiscal first quarter ended June 30, 2025.
First Quarter Fiscal 2026 Results
•Net sales increased $14.5 million or 1.8% to $829.9 million
•Net income decreased $18.2 million or 11.2% to $144.1 million
•Net income per diluted share decreased $0.22 or 10.7% to $1.84
•Adjusted EBITDA (Non-GAAP) increased $2.7 million or 1.0% to $278.2 million
•Adjusted Earnings per share (Non-GAAP) decreased $0.11 or 5.3% to $1.95
Scott Barbour, President and Chief Executive Officer of ADS commented, "We delivered strong results in the fiscal first quarter, with Adjusted EBITDA margin of 33.5%. Wet weather in May and June continued to delay project installations, and elevated interest rates remain a headwind. However, the ADS and Infiltrator teams executed well and remain focused on driving profitable growth and operational performance in a challenging macroeconomic environment."
"Investments in engineering, customer service, capacity, productivity and logistics all support long-term growth and profitability. We continue to develop innovative new product offerings, such as the Arcadia stormwater separator formally launched in the quarter, and Infiltrator continues to make meaningful progress in scaling our advanced treatment platform solutions at Orenco. Additionally, we acquired River Valley Pipe early in the quarter, which strengthened our presence in key geographies and provides future operational flexibility. Across the board, we are focused on the levers we can control, including managing costs, accelerating new product introductions, and most importantly, executing customer service improvements."
Barbour concluded, "The highly attractive water segments we operate in are supported by secular tailwinds and the growing awareness of the value of proper stormwater and onsite wastewater management, ultimately driving long-term demand for the Company's products. While cyclical, short-term pressures exist, the fundamentals of our business are resilient and we are well positioned to continue capitalizing on our value proposition, driving market conversion, and accelerating growth in more profitable areas such as Infiltrator and Allied products."
First Quarter Fiscal 2026 Results
Net sales increased $14.5 million, or 1.8%, to $829.9 million, as compared to $815.3 million in the prior year quarter. Domestic pipe sales decreased $10.9 million, or 2.5%, to $415.5 million. Domestic allied products & other sales increased $3.6 million, or 1.9%, to $187.5 million. Infiltrator sales increased $31.1 million, or 21.1%, to $178.4 million, primarily due to the acquisition of Orenco Systems, Inc. ("Orenco"). Infiltrator organic revenue increased 0.7%. The overall increase in domestic net sales was primarily driven by acquisitions, as well as growth in the non-residential and residential construction end markets. International sales decreased $9.2 million, or 16.0%, to $48.5 million.
Gross profit decreased $2.0 million, or 0.6%, to $330.4 million as compared to $332.5 million in the prior year. The decrease in gross profit is primarily driven by unfavorable fixed cost absorption as well as the mix impact from the inclusion of Orenco. This unfavorability was partially offset by favorable price/cost and mix of construction market and Infiltrator sales.

Selling, general and administrative expenses increased $9.9 million, or 10.5% to $104.0 million, as compared to $94.1 million. As a percentage of sales, selling, general and administrative expense was 12.5% as compared to 11.5% in the prior year, primarily driven by the acquisition of Orenco.

Net income per diluted share decreased $0.22, or 10.7%, to $1.84, as compared to $2.06 per share in the prior year quarter, primarily due to the factors mentioned above.
Adjusted EBITDA (Non-GAAP) increased $2.7 million, or 1.0%, to $278.2 million, as compared to $275.5 million in the prior year, primarily due to the factors mentioned above. As a percentage of net sales, Adjusted EBITDA was 33.5% as compared to 33.8% in the prior year.
1


Segment sales results are based on Net sales to external customers. Reconciliations of GAAP to Non-GAAP financial measures for Adjusted EBITDA, Free Cash Flow and Adjusted Earnings per Share 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.”
Balance Sheet and Liquidity
Net cash provided by operating activities was $275.0 million, as compared to $183.4 million in the prior year. Free cash flow (Non-GAAP) was $222.4 million, as compared to $125.7 million in the prior year. Net debt (total debt and finance lease obligations net of cash) was $792.0 million as of June 30, 2025, a decrease of $170.4 million from March 31, 2025.
ADS had total liquidity of $1,228.1 million, comprised of cash of $638.3 million as of June 30, 2025 and $589.9 million of availability under committed credit facilities. As of June 30, 2025, the Company’s trailing-twelve-month leverage ratio was 0.9 times Adjusted EBITDA.
In the three months ended June 30, 2025, the Company did not repurchase shares of its common stock. As of June 30, 2025, approximately $147.7 million of common stock may be repurchased under the Company's existing share repurchase authorization.
Fiscal 2026 Outlook
Based on current visibility, backlog of existing orders and business trends, the Company is confirming its previously issued financial targets for fiscal 2026. Net sales are expected to be in the range of $2.825 billion to $2.975 billion and Adjusted EBITDA is expected to be in the range of $850 million to $910 million. Capital expenditures are expected to be in the range of $200 million to $225 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://registrations.events/direct/Q4I4578675314. 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 wastewater solutions that manages the world’s most precious resource: water. ADS and its subsidiary, Infiltrator Water Technologies, provide superior stormwater drainage and onsite wastewater products used in a wide variety of markets and applications including commercial, residential, infrastructure and agriculture, while delivering unparalleled customer service. ADS manages the industry’s largest company-owned fleet, an expansive sales team, and a vast manufacturing network of approximately 63 manufacturing plants and 35 distribution centers. The company is one of the largest plastic recycling companies 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, new tariff policies, and our ability to pass any increased costs of raw materials and tariffs on to our customers; disruption or volatility in general business, political 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 acquisitions or doing so within the intended timeframe; 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 effects of global climate change and any related regulatory responses; our ability to protect against cybersecurity incidents and disruptions or failures of our IT systems; our ability to assess and monitor the effects of artificial intelligence, machine learning, and robotics on our business and operations; 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; our ability to appropriately address any environmental, social or governance concerns that may arise from our activities; 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.
2



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
June 30,
(In thousands, except per share data) 2025 2024
Net sales $ 829,880  $ 815,336 
Cost of goods sold 499,442  482,882 
Gross profit 330,438  332,454 
Operating expenses:
Selling, general and administrative 103,961  94,052 
Loss on disposal of assets and costs from exit and disposal activities
7,024  292 
Intangible amortization 13,707  11,895 
Income from operations 205,746  226,215 
Other expense:
Interest expense 23,029  22,824 
Interest income and other, net (6,705) (7,116)
Income before income taxes 189,422  210,507 
Income tax expense 46,674  49,886 
Equity in net income of unconsolidated affiliates (1,343) (1,701)
Net income 144,091  162,322 
Less: net income attributable to noncontrolling interest 169  920 
Net income attributable to ADS $ 143,922  $ 161,402 
     
Weighted average common shares outstanding:    
Basic 77,641  77,540 
Diluted 78,122  78,282 
Net income per share:    
Basic $ 1.85  $ 2.08 
Diluted $ 1.84  $ 2.06 
Cash dividends declared per share $ 0.18  $ 0.16 
 
 

4


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

  As of
(Amounts in thousands) June 30, 2025 March 31, 2025
ASSETS    
Current assets:    
Cash $ 638,268  $ 463,319 
Receivables, net 379,786  333,221 
Inventories 453,695  488,269 
Other current assets 45,277  39,974 
Total current assets 1,517,026  1,324,783 
Property, plant and equipment, net 1,078,728  1,051,040 
Other assets:
Goodwill 725,698  720,223 
Intangible assets, net 437,326  448,060 
Other assets 151,167  146,254 
Total assets $ 3,909,945  $ 3,690,360 
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY    
Current liabilities:    
Current maturities of debt obligations $ 9,310  $ 9,934 
Current maturities of finance lease obligations 35,212  33,143 
Accounts payable 227,079  218,024 
Other accrued liabilities 161,226  137,295 
Accrued income taxes 38,777  — 
Total current liabilities 471,604  398,396 
Long-term debt obligations, net 1,250,050  1,251,589 
Long-term finance lease obligations 135,671  131,000 
Deferred tax liabilities 186,784  190,416 
Other liabilities 87,560  83,171 
Total liabilities 2,131,669  2,054,572 
Mezzanine equity:    
Redeemable common stock 87,985  92,652 
Total mezzanine equity 87,985  92,652 
Stockholders’ equity:
Common stock 11,700  11,694 
Paid-in capital 1,294,545  1,277,694 
Common stock in treasury, at cost (1,226,091) (1,219,408)
Accumulated other comprehensive loss (31,603) (37,178)
Retained earnings 1,622,535  1,492,634 
Total ADS stockholders’ equity 1,671,086  1,525,436 
Noncontrolling interest in subsidiaries 19,205  17,700 
Total stockholders’ equity 1,690,291  1,543,136 
Total liabilities, mezzanine equity and stockholders’ equity $ 3,909,945  $ 3,690,360 
5


ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
  Three Months Ended June 30,
(Amounts in thousands) 2025 2024
Cash Flow from Operating Activities    
Net income $ 144,091  $ 162,322 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 50,228  41,098 
Deferred income taxes (3,748) (942)
Loss on disposal of assets and costs from exit and disposal activities 7,024  292 
Stock-based compensation 8,404  6,977 
Amortization of deferred financing charges 511  511 
Fair market value adjustments to derivatives 77  45 
Equity in net income of unconsolidated affiliates (1,343) (1,701)
Other operating activities 809  (3,754)
Changes in working capital:
Receivables (42,126) (46,991)
Inventories 40,001  (25,025)
Prepaid expenses and other current assets (5,945) (3,726)
Accounts payable, accrued expenses, and other liabilities 76,994  54,320 
Net cash provided by operating activities 274,977  183,426 
Cash Flows from Investing Activities    
Capital expenditures (52,598) (57,715)
Acquisition, net of cash acquired (19,576) — 
Other investing activities 2,240  498 
Net cash used in investing activities (69,934) (57,217)
Cash Flows from Financing Activities    
Payments on syndicated Term Loan Facility (1,750) (1,750)
Payments on Equipment Financing (933) (1,342)
Payments on finance lease obligations (8,335) (5,513)
Repurchase of common stock —  (49,245)
Cash dividends paid (13,980) (12,428)
Proceeds from exercise of stock options 549  6,978 
Payment of withholding taxes on vesting of restricted stock units (6,683) (10,558)
Other financing activities —  (37)
Net cash used in financing activities (31,132) (73,895)
Effect of exchange rate changes on cash 1,098  (792)
Net change in cash 175,009  51,522 
Cash and restricted cash at beginning of period 469,271  495,848 
Cash and restricted cash at end of period $ 644,280  $ 547,370 
RECONCILIATION TO BALANCE SHEET
Cash $ 638,268  $ 541,637 
Restricted cash 6,012 5,733
Total cash and restricted cash $ 644,280  $ 547,370 
6


Selected Financial Data

The following tables set forth net sales by reportable segment for each of the periods indicated.

  Three Months Ended
  June 30, 2025
June 30, 2024(a)
(In thousands) Net Sales Intersegment Net Sales Net Sales from External Customers Net Sales Intersegment Net Sales Net Sales from External Customers
Pipe $ 428,815  $ (13,277) $ 415,538  $ 441,142  $ (14,754) $ 426,388 
Infiltrator 194,962  (16,609) 178,353  164,142  (16,840) 147,302 
International
International - Pipe 34,636  (1,163) 33,473  43,927  (3,853) 40,074 
International - Allied Products & Other 15,097  (79) 15,018  17,679  (48) 17,631 
Total International 49,733  (1,242) 48,491  61,606  (3,901) 57,705 
Allied Products & Other 191,170  (3,672) 187,498  188,526  (4,585) 183,941 
Intersegment Eliminations (34,800) 34,800  —  (40,080) 40,080  — 
Total Consolidated $ 829,880  $ —  $ 829,880  $ 815,336  $ —  $ 815,336 
(a)    In the first quarter of fiscal 2026, the Company realigned certain products used in wastewater applications to the Infiltrator reportable segment. The Company transitioned its ARC Septic Chambers from Allied Products & Other and certain pipe products used in wastewater applications from Pipe. Prior period segment information for fiscal 2025 has been recast to conform to the fiscal 2026 presentation.
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 Adjusted EBITDA, Free Cash Flow and Adjusted Earnings per Share, 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 a reconciliation of Adjusted EBITDA to net income.
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 a reconciliation of cash flow from operating activities to Free Cash Flow.
Adjusted Earnings per Share excludes (gains) losses on disposals of assets or business, restructuring and realignment expenses, impairment charges and transaction costs. Adjusted Earnings per Share is a measure used by management and may be useful for investors to evaluate the Company's operational performance.
The following tables present a reconciliation of EBITDA and Adjusted EBITDA to Net Income, Free Cash Flow to Cash Flow from Operating Activities, and Adjusted Earnings per Share to Diluted Earnings per Share, the most comparable GAAP measures, for each of the periods indicated.
7


Reconciliation of Adjusted Gross Profit to Gross Profit
  Three Months Ended
June 30,
(Amounts in thousands) 2025
2024(a)
Segment Adjusted Gross Profit
Pipe $ 134,105  $ 139,967 
Infiltrator 104,333  92,904 
International 14,108  19,663 
Allied Products & Other 113,816  109,443 
Intersegment Elimination (756) (970)
Total Segment Adjusted Gross Profit 365,606  361,007 
Depreciation and amortization 33,512  27,212 
Stock-based compensation expense 1,656  1,341 
Total Gross Profit $ 330,438  $ 332,454 
(a)    In the first quarter of fiscal 2026, the Company realigned certain products used in wastewater applications to the Infiltrator reportable segment. The Company transitioned its ARC Septic Chambers from Allied Products & Other and certain pipe products used in wastewater applications from Pipe. Prior period segment information for fiscal 2025 has been recast to conform to the fiscal 2026 presentation.
Reconciliation of Adjusted EBITDA to Net Income
  Three Months Ended
June 30,
(Amounts in thousands) 2025 2024
Net income $ 144,091  $ 162,322 
Depreciation and amortization 50,228  41,098 
Interest expense 23,029  22,824 
Income tax expense 46,674  49,886 
EBITDA 264,022  276,130 
Restructuring and realignment expense(a)
9,993  292 
Stock-based compensation expense 8,404  6,977 
Transaction costs 807  10 
Interest income (5,405) (6,565)
Other adjustments(b)
346  (1,346)
Adjusted EBITDA $ 278,167  $ 275,498 
(a)Includes Loss on disposal of assets and costs from exit and disposal activities, which includes costs associated with plant closures, as well as professional fees incurred in connection with supporting enterprise-wide restructuring and realignment initiatives.
(b)Includes derivative fair value adjustments, foreign currency transaction (gains) losses, legal settlements, and 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
  Three Months Ended
June 30,
(Amounts in thousands) 2025 2024
Net cash flow from operating activities $ 274,977  $ 183,426 
Capital expenditures (52,598) (57,715)
Free cash flow $ 222,379  $ 125,711 
8


Reconciliation of Diluted Earnings per Share to Adjusted Earnings per Share

The following table presents diluted earnings per share on an adjusted basis to supplement the Company's discussion of its results of operations herein.
  Three Months Ended
June 30,
2025 2024
Diluted Earnings Per Share $ 1.84  $ 2.06 
 Restructuring and realignment expense
0.13  — 
Transaction costs 0.01  — 
Income tax impact of adjustments (a)
(0.03) — 
Adjusted Earnings per Share $ 1.95  $ 2.06 

(a) The income tax impact of adjustments to each period is based on the statutory tax rate.
9
EX-99.2 3 ex992-q1fy26_vfinal.htm EX-99.2 ex992-q1fy26_vfinal




2


 
3


 
4 • • • • • • • • •


 
5


 
6


 
7


 




9


 
10 • • • • •


 
11


 
12 • • •• • • • • • • • • • •


 
Reconciliations 13 (In thousands) Net Sales Intersegment Net Sales Net Sales from External Customers Net Sales Intersegment Net Sales Net Sales from External Customers Pipe $ 428,815 $ (13,277) $ 415,538 $ 441,142 $ (14,754) $ 426,388 Infiltrator Water Technologies 194,962 (16,609) 178,353 164,142 (16,840) 147,302 International International - Pipe 34,636 (1,163) 33,473 43,927 (3,853) 40,074 International - Allied Products & Other 15,097 (79) 15,018 17,679 (48) 17,631 Total International 49,733 (1,242) 48,491 61,606 (3,901) 57,705 Allied Products & Other 191,170 (3,672) 187,498 188,526 (4,585) 183,941 Intersegment Eliminations (34,800) 34,800 - (40,080) 40,080 - Total Consolidated $ 829,880 $ - $ 829,880 $ 815,336 $ - $ 815,336 Three Months Ended June 30, 2025 June 30, 2024


 
Reconciliations 14 Notes: a) Includes Loss on disposal of assets and costs from exit and disposal activities, which includes costs associated with plant closures as well as professional fees incurred in connection with supporting enterprise-wide restructuring and realignment initiatives. b) Includes derivative fair value adjustments, foreign currency transaction (gains) losses, legal settlements, and 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. (Amounts in thousands) 2025 2024 Segment adjusted gross profit Pipe $ 134,105 $ 139,967 Infiltrator 104,333 92,904 International 14,108 19,663 Allied Products & Other 113,816 109,443 Intersegment Eliminations (756) (970) Total Segment Adjusted Gross Profit 365,606 361,007 Depreciation and amortization 33,512 27,212 Stock-based compensation expense 1,656 1,341 Total Gross Profit $ 330,438 $ 332,454 (Amounts in thousands) 2025 2024 Net income $ 144,091 $ 162,322 Depreciation and amortization 50,228 41,098 Interest expense 23,029 22,824 Income tax expense 46,674 49,886 EBITDA 264,022 276,130 Restructuring and realignment expense (a) 9,993 292 Stock-based compensation expense 8,404 6,977 Transaction costs 807 10 Interest income (5,405) (6,565) Other adjustments (b) 346 (1,346) Adjusted EBITDA $ 278,167 $ 275,498 Three Months Ended June 30, Three Months Ended June 30,


 
EX-99.3 4 wms-08072025x8kex993.htm EX-99.3 Document
Exhibit 99.3
adslogo.jpg
ADVANCED DRAINAGE SYSTEMS ANNOUNCES QUARTERLY CASH DIVIDEND

HILLIARD, Ohio – (August 7, 2025) – Advanced Drainage Systems, Inc. (NYSE: WMS) (“ADS” or the “Company”), a leading provider of innovative water management solutions in the stormwater and onsite wastewater industries, today announced that its Board of Directors (the “Board”) has approved a quarterly cash dividend to its shareholders in the amount of $0.18 per share, a 13% 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 $0.18 per share will be paid on September 15, 2025, to shareholders of record at the close of business on August 29, 2025.

About the Company
Advanced Drainage Systems is a leading manufacturer of innovative stormwater and onsite wastewater solutions that manages the world’s most precious resource: water. ADS and its subsidiary, Infiltrator Water Technologies, provide superior stormwater drainage and onsite wastewater products used in a wide variety of markets and applications including commercial, residential, infrastructure and agriculture, while delivering unparalleled customer service. ADS manages the industry’s largest company-owned fleet, an expansive sales team, and a vast manufacturing network of approximately 63 manufacturing plants and 35 distribution centers. The company is one of the largest plastic recycling companies 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, new tariff policies, and our ability to pass any increased costs of raw materials and tariffs on to our customers; disruption or volatility in general business, political 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 acquisitions or doing so within the intended timeframe; 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 effects of global climate change and any related regulatory responses; our ability to protect against cybersecurity incidents and disruptions or failures of our IT systems; our ability to assess and monitor the effects of artificial intelligence, machine learning, and robotics on our business and operations; 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; our ability to appropriately address any environmental, social or governance concerns that may arise from our activities; 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


Exhibit 99.3
VP, Corporate Strategy & Investor Relations
(614) 658-0050
Michael.Higgins@adspipe.com