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0001604028False00016040282025-11-062025-11-06

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 6, 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 November 6, 2025, 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, 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 November 6, 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 second quarter ended September 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 November 6, 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 December 15, 2025, to stockholders of record at the close of business on December 1, 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)
 
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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 6, 2025 By: /s/ Scott A. Cottrill
Name: Scott A. Cottrill
Title: EVP, CFO & Secretary
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EX-99.1 2 wms-11062025x8kex991.htm EX-99.1 Document
Exhibit 99.1
adslogoa.jpg 
ADVANCED DRAINAGE SYSTEMS ANNOUNCES SECOND QUARTER
FISCAL 2026 RESULTS
HILLIARD, Ohio – (November 6, 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 second quarter ended September 30, 2025.
Second Quarter Fiscal 2026 Results
•Net sales increased $67.8 million or 8.7% to $850.4 million
•Net income increased $25.3 million or 19.3% to $156.5 million
•Net income per diluted share increased $0.32 or 19.2% to $1.99
•Adjusted EBITDA (Non-GAAP) increased $42.0 million or 17.1% to $287.5 million
•Adjusted Earnings per share (Non-GAAP) increased $0.27 or 15.9% to $1.97
Year-to-Date Fiscal 2026 Results
•Net sales increased $82.3 million or 5.2% to $1.7 billion
•Net income increased $7.1 million or 2.4% to $300.6 million
•Net income per diluted share increased $0.10 or 2.7% to $3.83
•Adjusted EBITDA (Non-GAAP) increased $44.7 million or 8.6% to $565.7 million
•Adjusted Earnings per share (Non-GAAP) increased $0.16 or 4.3% to $3.92
Scott Barbour, President and Chief Executive Officer of ADS commented, "We delivered strong results in the second quarter, a testament to the key sales strategies we have executed to drive growth in core markets. Revenue from both Infiltrator and Allied products increased double digits compared to the prior year. This growth, in conjunction with favorable price/cost, end market and product mix resulted in a highly-resilient Adjusted EBITDA margin of 33.8%."
"Inorganic growth from Orenco and River Valley Pipe contributed 3.6% of the Company's 8.7% second quarter revenue increase as ADS continues to evolve as an enterprise that provides a wide range of stormwater and onsite wastewater solutions. In September, we announced our plan to build on that success through the acquisition of NDS, a leading U.S. supplier of residential stormwater and irrigation products that complement the existing ADS product portfolio. This acquisition marks another important milestone in ADS’ journey to accelerate our strategy to diversify and increase the mix of highly profitable Allied and Infiltrator products that enhance resiliency, supports profitable growth, and enable ADS to pursue water management projects across a broader set of applications."
Barbour concluded, "In light of better-than-expected results in the first half of the fiscal year, we have updated our guidance for Fiscal 2026. The end market outlook for the remainder of Fiscal 2026 remains unchanged, reflecting a challenging macroeconomic environment from high interest rates, tepid market demand and depressed construction activity. Moving into the second half of the year, ADS is well positioned to continue executing on its value proposition, driving market conversion, and accelerating organic and inorganic growth while also generating free cash flow that enables the Company to invest in the business and return capital to shareholders."
Second Quarter Fiscal 2026 Results
Net sales increased $67.8 million, or 8.7%, to $850.4 million, as compared to $782.6 million in the prior year quarter. Domestic pipe sales increased $6.7 million, or 1.6%, to $413.0 million. Domestic allied products & other sales increased $22.9 million, or 13.0%, to $199.0 million. Infiltrator sales increased $36.1 million, or 25.2%, to $179.7 million, due to the acquisition of Orenco Systems, Inc. ("Orenco") as well as double digit growth in tanks and advanced treatment products. Infiltrator organic revenue increased 7.1%. The overall increase in domestic net sales was driven by acquisitions, as well as growth in the Company's core non-residential and residential construction end markets. International sales increased $2.1 million, or 3.7%, to $58.7 million.
Gross profit increased $46.2 million, or 15.7%, to $340.1 million as compared to $293.9 million in the prior year. The increase in gross profit is primarily driven by volume growth, favorable price/cost, and favorable mix of Allied products and Infiltrator.

Selling, general and administrative expenses increased $25.1 million, or 26.7% to $119.2 million, as compared to $94.1 million. As a percentage of sales, selling, general and administrative expense was 14.0% as compared to 12.0% in the prior year. The increase was primarily driven by the acquisition of Orenco, as well as transaction costs associated with the acquisition of National Diversified Sales ("NDS"), as described below.

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Net income per diluted share increased $0.32, or 19.2%, to $1.99, as compared to $1.67 per share in the prior year quarter, primarily due to the factors mentioned above. In addition, results for the second quarter of fiscal 2026 include an $17.6 million gain on the sale of assets held-for-sale.
Adjusted EBITDA (Non-GAAP) increased $42.0 million, or 17.1%, to $287.5 million, as compared to $245.6 million in the prior year, primarily due to the factors mentioned above. As a percentage of net sales, Adjusted EBITDA was 33.8% as compared to 31.4% in the prior year.
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.”
Year-to-Date Fiscal 2026 Results
Net sales increased $82.3 million, or 5.2%, to $1,680.3 million, as compared to $1,597.9 million in the prior year. Domestic pipe sales decreased $4.2 million, to $828.6 million. Domestic allied products & other sales increased $26.4 million, or 7.3%, to $386.5 million. Infiltrator sales increased $67.2 million, or 23.1%, to $358.1 million. Excluding the acquisition of Orenco, Infiltrator organic revenue increased 3.9%. The overall increase in domestic net sales was primarily driven by growth in the core non-residential and residential construction end markets. International sales decreased $7.1 million, or 6.2%, to $107.1 million.
Gross profit increased $44.2 million, or 7.1%, to $670.6 million as compared to $626.4 million in the prior year. The increase in gross profit is primarily driven by favorable volume, price/cost and mix of construction market and Infiltrator sales, partially offset by unfavorable fixed cost absorption as well as the mix impact from the inclusion of Orenco.

Selling, general and administrative expenses increased $35.0 million, or 18.6% to $223.2 million, as compared to $188.2 million. As a percentage of sales, selling, general and administrative expense was 13.3% as compared to 11.8% in the prior year. The increase was primarily driven by the acquisition of Orenco, as well as transaction costs associated with the acquisition of NDS, as described below.
Net income per diluted share increased $0.10, or 2.7%, to $3.83, as compared to $3.73 per share in the prior year, primarily due to the factors mentioned above.
Adjusted EBITDA (Non-GAAP) increased $44.7 million, or 8.6%, to $565.7 million, as compared to $521.0 million in the prior year, primarily due to the factors mentioned above. As a percentage of net sales, Adjusted EBITDA was 33.7% as compared to 32.6% in the prior year.
Balance Sheet and Liquidity
Net cash provided by operating activities was $509.8 million, as compared to $350.3 million in the prior year. Free cash flow (Non-GAAP) was $398.8 million, as compared to $238.1 million in the prior year. Net debt (total debt and finance lease obligations net of cash) was $618.1 million as of September 30, 2025, a decrease of $344.2 million from March 31, 2025.
ADS had total liquidity of $1,402.7 million, comprised of cash of $812.9 million as of September 30, 2025 and $589.9 million of availability under committed credit facilities. As of September 30, 2025, the Company’s trailing-twelve-month leverage ratio was 0.7 times Adjusted EBITDA.
In the six months ended September 30, 2025, the Company did not repurchase shares of its common stock. As of September 30, 2025, approximately $147.7 million of common stock may be repurchased under the Company's existing share repurchase authorization.

NDS Acquisition
On September 23, 2025, the Company announced that it has entered into a definitive stock purchase agreement under which ADS will acquire the water management business of Norma Group SE (DAX: NOEJ), known as NDS, in an all-cash transaction valued at approximately $1.0 billion, or approximately $875 million when adjusted for the present value of the expected tax benefits. The proposed transaction adds complementary new offerings in the attractive Allied Products segment, enhances the Company's go-to-market capabilities in both retail and distributor channels, expands ADS' addressable market with complementary products and markets, and unlocks significant value creation potential with over $25 million in expected annual cost synergies.
The transaction is expected to close in the first quarter of calendar year 2026 and is subject to customary closing conditions, including receipt of required regulatory approvals. For more information, visit the Investor Relations section of the Company's website.
Fiscal 2026 Outlook
Based on results to date, current visibility, backlog of existing orders and business trends, the Company updated its financial targets for fiscal 2026. Net sales are expected to be in the range of $2.900 billion to $2.990 billion and Adjusted EBITDA is expected to be in the range of $900 million to $940 million. Capital expenditures are expected to be in the range of $200 million to $225 million.
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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/Q4I45786992. 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 38 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
VP, Corporate Strategy & Investor Relations
(614) 658-0050
Michael.Higgins@adspipe.com
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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) 2025 2024 2025 2024
Net sales $ 850,381  $ 782,610  $ 1,680,261  $ 1,597,946 
Cost of goods sold 510,249  488,669  1,009,691  971,551 
Gross profit 340,132  293,941  670,570  626,395 
Operating expenses:
Selling, general and administrative 119,224  94,132  223,185  188,184 
(Gain) loss on disposal of assets and costs from exit and disposal activities
(15,926) 617  (8,902) 909 
Intangible amortization 13,539  11,816  27,246  23,711 
Income from operations 223,295  187,376  429,041  413,591 
Other expense:
Interest expense 23,116  23,156  46,145  45,980 
Interest income and other, net (8,012) (6,956) (14,717) (14,072)
Income before income taxes 208,191  171,176  397,613  381,683 
Income tax expense 52,399  40,920  99,073  90,806 
Equity in net income of unconsolidated affiliates (708) (918) (2,051) (2,619)
Net income 156,500  131,174  300,591  293,496 
Less: net income attributable to noncontrolling interest 483  792  652  1,712 
Net income attributable to ADS $ 156,017  $ 130,382  $ 299,939  $ 291,784 
     
Weighted average common shares outstanding:    
Basic 77,752  77,542  77,697  77,541 
Diluted 78,310  78,110  78,240  78,194 
Net income per share:    
Basic $ 2.01  $ 1.68  $ 3.86  $ 3.76 
Diluted $ 1.99  $ 1.67  $ 3.83  $ 3.73 
Cash dividends declared per share $ 0.18  $ 0.16  $ 0.36  $ 0.32 
 
 

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

  As of
(Amounts in thousands) September 30, 2025 March 31, 2025
ASSETS    
Current assets:    
Cash $ 812,862  $ 463,319 
Receivables, net 400,459  333,221 
Inventories 423,778  488,269 
Other current assets 35,813  39,974 
Total current assets 1,672,912  1,324,783 
Property, plant and equipment, net 1,110,883  1,051,040 
Other assets:
Goodwill 725,279  720,223 
Intangible assets, net 423,787  448,060 
Other assets 146,428  146,254 
Total assets $ 4,079,289  $ 3,690,360 
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY    
Current liabilities:    
Current maturities of debt obligations $ 8,660  $ 9,934 
Current maturities of finance lease obligations 40,818  33,143 
Accounts payable 225,946  218,024 
Other accrued liabilities 190,069  137,295 
Accrued income taxes 15,370  — 
Total current liabilities 480,863  398,396 
Long-term debt obligations, net 1,248,506  1,251,589 
Long-term finance lease obligations 133,020  131,000 
Deferred tax liabilities 206,929  190,416 
Other liabilities 80,860  83,171 
Total liabilities 2,150,178  2,054,572 
Mezzanine equity:    
Redeemable common stock 82,574  92,652 
Total mezzanine equity 82,574  92,652 
Stockholders’ equity:
Common stock 11,703  11,694 
Paid-in capital 1,309,458  1,277,694 
Common stock in treasury, at cost (1,226,102) (1,219,408)
Accumulated other comprehensive loss (33,248) (37,178)
Retained earnings 1,764,512  1,492,634 
Total ADS stockholders’ equity 1,826,323  1,525,436 
Noncontrolling interest in subsidiaries 20,214  17,700 
Total stockholders’ equity 1,846,537  1,543,136 
Total liabilities, mezzanine equity and stockholders’ equity $ 4,079,289  $ 3,690,360 
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ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
  Six Months Ended September 30,
(Amounts in thousands) 2025 2024
Cash Flow from Operating Activities    
Net income $ 300,591  $ 293,496 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 104,921  85,905 
Deferred income taxes 15,226  (2,270)
(Gain) loss on disposal of assets and costs from exit and disposal activities (8,902) 909 
Stock-based compensation 16,981  13,960 
Amortization of deferred financing charges 1,022  1,022 
Fair market value adjustments to derivatives (252) 1,024 
Equity in net income of unconsolidated affiliates (2,051) (2,619)
Other operating activities 778  (6,124)
Changes in working capital:
Receivables (62,649) (35,565)
Inventories 69,516  (24,750)
Prepaid expenses and other current assets (3,514) (4,804)
Accounts payable, accrued expenses, and other liabilities 78,176  30,142 
Net cash provided by operating activities 509,843  350,326 
Cash Flows from Investing Activities    
Capital expenditures (111,018) (112,182)
Proceeds from disposal of assets 26,474  640 
Acquisitions, net of cash acquired (18,558) — 
Other investing activities (2,241) — 
Net cash used in investing activities (105,343) (111,542)
Cash Flows from Financing Activities    
Payments on syndicated Term Loan Facility (3,500) (3,500)
Payments on Equipment Financing (1,885) (2,665)
Payments on finance lease obligations (17,171) (11,756)
Repurchase of common stock —  (69,922)
Cash dividends paid (28,085) (24,917)
Proceeds from exercise of stock options 1,482  8,694 
Payment of withholding taxes on vesting of restricted stock units (6,694) (10,576)
Other financing activities — 
Net cash used in financing activities (55,853) (114,640)
Effect of exchange rate changes on cash 1,017  (1,142)
Net change in cash 349,664  123,002 
Cash and restricted cash at beginning of period 469,271  495,848 
Cash and restricted cash at end of period $ 818,935  $ 618,850 
RECONCILIATION TO BALANCE SHEET
Cash $ 812,862  $ 613,020 
Restricted cash 6,073 5,830
Total cash and restricted cash $ 818,935  $ 618,850 
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Selected Financial Data

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

  Three Months Ended
  September 30, 2025
September 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 $ 426,811  $ (13,762) $ 413,049  $ 420,989  $ (14,611) $ 406,378 
Infiltrator 196,368  (16,652) 179,716  157,521  (13,923) 143,598 
International
International - Pipe 41,613  (1,147) 40,466  44,445  (3,437) 41,008 
International - Allied Products & Other 18,340  (149) 18,191  15,613  (68) 15,545 
Total International 59,953  (1,296) 58,657  60,058  (3,505) 56,553 
Allied Products & Other 202,851  (3,892) 198,959  180,118  (4,037) 176,081 
Intersegment Eliminations (35,602) 35,602  —  (36,076) 36,076  — 
Total Consolidated $ 850,381  $ —  $ 850,381  $ 782,610  $ —  $ 782,610 
Six Months Ended
September 30, 2025
September 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 $ 855,626  $ (27,039) $ 828,587  $ 862,131  $ (29,365) $ 832,766 
Infiltrator 391,330  (33,261) 358,069  321,663  (30,763) 290,900 
International
International - Pipe 76,249  (2,310) 73,939  88,372  (7,290) 81,082 
International - Allied Products & Other 33,437  (228) 33,209  33,292  (116) 33,176 
Total International 109,686  (2,538) 107,148  121,664  (7,406) 114,258 
Allied Products & Other 394,021  (7,564) 386,457  368,644  (8,622) 360,022 
Intersegment Eliminations (70,402) 70,402  —  (76,156) 76,156  — 
Total Consolidated $ 1,680,261  $ —  $ 1,680,261  $ 1,597,946  $ —  $ 1,597,946 
(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.
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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.
Reconciliation of Adjusted Gross Profit to Gross Profit
  Three Months Ended
September 30,
Six Months Ended
September 30,
(Amounts in thousands) 2025
2024(a)
2025
2024(a)
Segment Adjusted Gross Profit
Pipe $ 135,305  $ 113,605  $ 269,410  $ 253,572 
Infiltrator 106,117  91,997  210,450  184,901 
International 17,371  17,445  31,479  37,108 
Allied Products & Other 121,161  103,525  234,977  212,968 
Intersegment Elimination 111  (640) (645) (1,610)
Total Segment Adjusted Gross Profit 380,065  325,932  745,671  686,939 
Depreciation and amortization 38,019  30,536  71,531  57,748 
Stock-based compensation expense 1,914  1,455  3,570  2,796 
Total Gross Profit $ 340,132  $ 293,941  $ 670,570  $ 626,395 
(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.
8


Reconciliation of Adjusted EBITDA to Net Income
  Three Months Ended
September 30,
Six Months Ended
September 30,
(Amounts in thousands) 2025 2024 2025 2024
Net income $ 156,500  $ 131,174  $ 300,591  $ 293,496 
Depreciation and amortization 54,693  44,807  104,921  85,905 
Interest expense 23,116  23,156  46,145  45,980 
Income tax expense 52,399  40,920  99,073  90,806 
EBITDA 286,708  240,057  550,730  516,187 
Restructuring and realignment expense(a)
7,171  —  15,966  — 
(Gain) loss on disposal of assets (17,644) 617  (16,446) 909 
Stock-based compensation expense 8,577  6,983  16,981  13,960 
Transaction costs 9,317  2,685  10,124  2,695 
Interest income (7,340) (7,368) (12,745) (13,933)
Other adjustments(b)
743  2,576  1,089  1,230 
Adjusted EBITDA $ 287,532  $ 245,550  $ 565,699  $ 521,048 
(a)Includes costs associated with closure of one recycling facility, one offsite storage location and one distribution yard, as well as professional fees incurred in connection with supporting enterprise-wide restructuring and realignment initiatives. Excludes gain on sale of properties previously held-for-sale and equipment..
(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
  Six Months Ended
September 30,
(Amounts in thousands) 2025 2024
Net cash flow from operating activities $ 509,843  $ 350,326 
Capital expenditures (111,018) (112,182)
Free cash flow $ 398,825  $ 238,144 
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
September 30,
Six Months Ended
September 30,
2025 2024 2025 2024
Diluted Earnings Per Share $ 1.99  $ 1.67  $ 3.83  $ 3.73 
 Restructuring and realignment expense
0.09  —  0.20  — 
(Gain) loss on disposal of assets (0.23) 0.01  (0.21) 0.01 
Transaction costs 0.12  0.03  0.13  0.03 
Income tax impact of adjustments (a)
—  (0.01) (0.03) (0.01)
Adjusted Earnings per Share $ 1.97  $ 1.70  $ 3.92  $ 3.76 

(a) The income tax impact of adjustments to each period is based on the statutory tax rate.
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EX-99.2 3 ex992-q2fy26_vfinal.htm EX-99.2 ex992-q2fy26_vfinal




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Reconciliations 11 (In thousands) Net Sales Intersegment Net Sales Net Sales from External Customers Net Sales Intersegment Net Sales Net Sales from External Customers Pipe $ 426,811 $ (13,762) $ 413,049 $ 420,989 $ (14,611) $ 406,378 Infiltrator Water Technologies 196,368 (16,652) 179,716 157,521 (13,923) 143,598 International International - Pipe 41,613 (1,147) 40,466 44,445 (3,437) 41,008 International - Allied Products & Other 18,340 (149) 18,191 15,613 (68) 15,545 Total International 59,953 (1,296) 58,657 60,058 (3,505) 56,553 Allied Products & Other 202,851 (3,892) 198,959 180,118 (4,037) 176,081 Intersegment Eliminations (35,602) 35,602 - (36,076) 36,076 - Total Consolidated $ 850,381 $ - $ 850,381 $ 782,610 $ - $ 782,610 (In thousands) Net Sales Intersegment Net Sales Net Sales from External Customers Net Sales Intersegment Net Sales Net Sales from External Customers Pipe $ 855,626 $ (27,039) $ 828,587 $ 862,131 $ (29,365) $ 832,766 Infiltrator Water Technologies 391,330 (33,261) 358,069 321,663 (30,763) 290,900 International International - Pipe 76,249 (2,310) 73,939 88,372 (7,290) 81,082 International - Allied Products & Other 33,437 (228) 33,209 33,292 (116) 33,176 Total International 109,686 (2,538) 107,148 121,664 (7,406) 114,258 Allied Products & Other 394,021 (7,564) 386,457 368,644 (8,622) 360,022 Intersegment Eliminations (70,402) 70,402 - (76,156) 76,156 - Total Consolidated $ 1,680,261 $ - $ 1,680,261 $ 1,597,946 $ - $ 1,597,946 Three Months Ended September 30, 2025 September 30, 2024 Six Months Ended September 30, 2025 September 30, 2024


 
Reconciliations 12 Notes: a) Includes costs associated with closure of one recycling facility, one offsite storage location and one distribution yard, as well as professional fees incurred in connection with supporting enterprise-wide restructuring and realignment initiatives. Excludes gain on sale of properties previously held-for-sale and equipment. 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 2025 2024 Segment adjusted gross profit Pipe $ 135,305 $ 113,605 $ 269,410 $ 253,572 Infiltrator 106,117 91,997 210,450 184,901 International 17,371 17,445 31,479 37,108 Allied Products & Other 121,161 103,525 234,977 212,968 Intersegment Eliminations 111 (640) (645) (1,610) Total Segment Adjusted Gross Profit 380,065 325,932 745,671 686,939 Depreciation and amortization 38,019 30,536 71,531 57,748 Stock-based compensation expense 1,914 1,455 3,570 2,796 Total Gross Profit $ 340,132 $ 293,941 $ 670,570 $ 626,395 (Amounts in thousands) 2025 2024 2025 2024 Net income $ 156,500 $ 131,174 $ 300,591 $ 293,496 Depreciation and amortization 54,693 44,807 104,921 85,905 Interest expense 23,116 23,156 46,145 45,980 Income tax expense 52,399 40,920 99,073 90,806 EBITDA 286,708 240,057 550,730 516,187 Restructuring and realignment expense(a) 7,171 - 15,966 - (Gain) loss on disposal of assets (17,644) 617 (16,446) 909 Stock-based compensation expense 8,577 6,983 16,981 13,960 Transaction costs 9,317 2,685 10,124 2,695 Interest income (7,340) (7,368) (12,745) (13,933) Other adjustments(b) 743 2,576 1,089 1,230 Adjusted EBITDA $ 287,532 $ 245,550 $ 565,699 $ 521,048 Three Months Ended September 30, Six Months Ended September 30, Three Months Ended September 30, Six Months Ended September 30,


 
EX-99.3 4 wms-11062025x8kex993.htm EX-99.3 Document
Exhibit 99.3

ADVANCED DRAINAGE SYSTEMS ANNOUNCES QUARTERLY CASH DIVIDEND

HILLIARD, Ohio – (November 6, 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 December 15, 2025, to shareholders of record at the close of business on December 1, 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 38 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
VP, Corporate Strategy & Investor Relations
(614) 658-0050
Michael.Higgins@adspipe.com