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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): February 6, 2025
 
ADVANCED DRAINAGE SYSTEMS, INC.
(Exact name of Registrant as Specified in Its Charter)
 
Delaware001-3655751-0105665
(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 February 6, 2025, Advanced Drainage Systems, Inc. (the "Company") issued a press release setting forth the Company’s unaudited results for the fiscal third quarter ended December 31, 2024. 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 February 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 third quarter ended December 31, 2024. 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 February 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 $0.16 per share, payable on March 14, 2025, to stockholders of record at the close of business on February 28, 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:
 
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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: February 6, 2025By:/s/ Scott A. Cottrill
Name:Scott A. Cottrill
Title:EVP, CFO & Secretary
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Exhibit 99.1
adslogob.jpg 
ADVANCED DRAINAGE SYSTEMS ANNOUNCES THIRD QUARTER
FISCAL 2025 RESULTS
HILLIARD, Ohio – (February 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 septic wastewater industries today announced financial results for the fiscal third quarter ended December 31, 2024.
Third Quarter Fiscal 2025 Results
•Net sales increased $28.2 million or 4.3% to $690.5 million
•Net income decreased $24.6 million or 23.0% to $82.3 million
•Net income per diluted share decreased $0.30 or 22.3% to $1.04
•Adjusted EBITDA (Non-GAAP) decreased $12.7 million or 6.2% to $191.5 million
•Adjusted Earnings per share (Non-GAAP) decreased $0.28 or 20.3% to $1.09
Year-to-Date Fiscal 2025 Results
•Net sales increased $67.9 million or 3.1% to $2.3 billion
•Net income decreased $42.0 million or 10.1% to $375.8 million
•Net income per diluted share decreased $0.47 or 9.0% to $4.77
•Adjusted EBITDA (Non-GAAP) decreased $19.2 million or 2.6% to $712.5 million
•Adjusted Earnings per share (Non-GAAP) decreased $0.31 or 6.0% to $4.86

Scott Barbour, President and Chief Executive Officer of ADS commented, "The fiscal third quarter financial results were in line with expectations. The ADS business progressed on plan while the Infiltrator business modestly outperformed driven by double digit growth in both tanks and advanced treatment products. The construction market demand, pricing environment, material cost and operating performance played out like we thought they would going into the quarter."

"Reflecting on the 2024 hurricane season that concluded in November, it is clear that storm events are growing in their intensity and frequency. At the same time, it is becoming increasingly evident that much of the current stormwater infrastructure has not kept pace with this change, leaving many communities in a challenging position. In fact, a recent survey conducted by ADS and The Harris Poll showed 60% of Americans are concerned with stormwater infrastructure in their communities, up nearly 10% compared to the prior year. Additionally, 64% of Americans reported stormwater having a negative impact on their communities. ADS' solutions are uniquely positioned to address concerns around stormwater management, including flood mitigation and minimizing property damage, while continuing to support the development of more resilient communities."

"With the growing demand for water management solutions, we continue to add products and capacity to ensure we grow our leadership position in both stormwater and decentralized wastewater. In the third quarter, we closed the acquisition of Orenco, expanding our offering in a highly fragmented and fast-growing segment of advanced treatment in decentralized wastewater. We recently broke ground on an ADS Recycling facility expansion in Cordele, GA to increase capacity in the Southeast, and we will continue investing capital to support growth in markets like the Southeast where material conversion opportunities remain."

"As we move into the final quarter of this fiscal year, we are focused on executing our sales strategies and driving increased productivity. We will continue to deliver exceptional service to our customers and pursue profitable growth through attractive products, markets and partnerships, while at the same time investing capital and resources across our business to drive sustainable growth and profitability longer term."
Third Quarter Fiscal 2025 Results
Net sales increased $28.2 million, or 4.3%, to $690.5 million, as compared to $662.4 million in the prior year quarter. Domestic pipe sales decreased $5.7 million, or 1.6%, to $343.4 million. Domestic allied products & other sales increased $5.0 million, or 3.2%, to $161.5 million. Infiltrator sales increased $31.4 million, or 30.3%, to $135.3 million. Excluding the acquisition of Orenco Systems, Inc. ("Orenco"), Infiltrator organic revenue increased 5.8%. The overall increase in domestic net sales was primarily driven by demand in the construction end markets. International sales decreased $2.6 million, or 4.9%, to $50.4 million.
Gross profit decreased $18.3 million, or 7.0%, to $241.6 million as compared to $259.8 million in the prior year. The decrease in gross profit is primarily driven by unfavorable pricing and material cost as well as the mix impact from the inclusion of Orenco. This unfavorability was partially offset by favorable volume and mix of construction market and Infiltrator sales.
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Selling, general and administrative expenses increased $9.5 million, or 10.4% to $100.8 million, as compared to $91.3 million. As a percentage of sales, selling, general and administrative expense was 14.6% as compared to 13.8% in the prior year, primarily driven by the acquisition of Orenco.

Net income per diluted share decreased $0.30, or 22.3%, to $1.04, as compared to $1.34 per share in the prior year quarter, primarily due to the factors mentioned above.
Adjusted EBITDA (Non-GAAP) decreased $12.7 million, or 6.2%, to $191.5 million, as compared to $204.2 million in the prior year, primarily due to the factors mentioned above. As a percentage of net sales, Adjusted EBITDA was 27.7% as compared to 30.8% 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 2025 Results
Net sales increased $67.9 million, or 3.1%, to $2,288.5 million, as compared to $2,220.6 million in the prior year. Domestic pipe sales decreased $0.3 million, to $1,185.3 million. Domestic allied products & other sales increased $23.8 million, or 4.6%, to $544.5 million. Infiltrator sales increased $51.1 million, or 14.9%, to $394.0 million. Excluding the acquisition of Orenco Systems, Inc. ("Orenco"), Infiltrator organic revenue increased 7.5%. The overall increase in domestic net sales was primarily driven by demand in the construction end markets. International sales decreased $6.7 million, or 3.9%, to $164.6 million.
Gross profit decreased $26.0 million, or 2.9%, to $868.0 million as compared to $894.0 million in the prior year. The decrease in gross profit is primarily driven by unfavorable pricing and material cost, partially offset by favorable volume, mix and manufacturing costs.

Selling, general and administrative expenses increased $19.4 million, or 7.2% to $289.0 million, as compared to $269.5 million. As a percentage of sales, selling, general and administrative expense was 12.6% as compared to 12.1% in the prior year.
Net income per diluted share decreased $0.47, or 9.0%, to $4.77, as compared to $5.24 per share in the prior year. Results for fiscal 2024 include a $14.9 million gain on the sale of assets, which after considering the income tax impact of this gain impacted net income per diluted share by $0.13.
Adjusted EBITDA (Non-GAAP) decreased $19.2 million, or 2.6%, to $712.5 million, as compared to $731.8 million in the prior year, primarily due to the factors mentioned above. As a percentage of net sales, Adjusted EBITDA was 31.1% as compared to 33.0% in the prior year.
Balance Sheet and Liquidity
Net cash provided by operating activities was $540.3 million, as compared to $700.3 million in the prior year. Free cash flow (Non-GAAP) was $373.9 million, as compared to $563.9 million in the prior year. Net debt (total debt and finance lease obligations net of cash) was $920.8 million as of December 31, 2024, an increase of $59.9 million from March 31, 2024.

On October 1, 2024, the Company completed the acquisition of Orenco, a leading manufacturer of decentralized wastewater management products serving residential and non-residential end markets. Orenco results are included in the Infiltrator segment.
ADS had total liquidity of $1,078.4 million, comprised of cash of $488.9 million as of December 31, 2024 and $589.6 million of availability under committed credit facilities. As of December 31, 2024, the Company’s trailing-twelve-month leverage ratio was 1.0 times Adjusted EBITDA.
In the nine months ended December 31, 2024, the Company repurchased 0.4 million shares of its common stock for a total cost of $69.9 million. As of December 31, 2024, approximately $147.7 million of common stock may be repurchased under the Company's existing share repurchase authorization.
Fiscal 2025 Outlook
Based on current visibility, backlog of existing orders and business trends, the Company is confirming its previously issued financial targets for fiscal 2025. Net sales are expected to be in the range of $2.900 billion to $2.975 billion and Adjusted EBITDA is expected to be in the range of $880 million to $920 million. Capital expenditures are expected to be approximately $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.
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Teleconference: To participate in the live teleconference, participants may register at https://registrations.events/direct/Q4I457861292. 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 and its subsidiary, Infiltrator Water Technologies, provide superior stormwater drainage and onsite septic 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 70 manufacturing plants and 40 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 and our ability to pass any increased costs of raw materials on to our customers in a timely manner; 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 acquisitions; 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; 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
December 31,		Nine Months Ended
December 31,
(In thousands, except per share data)2024202320242023
Net sales$690,538 $662,367 $2,288,484 $2,220,633 
Cost of goods sold448,944 402,518 1,420,495 1,326,647 
Gross profit241,594 259,849 867,989 893,986 
Operating expenses:
Selling, general and administrative100,778 91,289 288,962 269,525 
(Gain) loss on disposal of assets and costs from exit and disposal activities
(477)2,512 432 (10,669)
Intangible amortization14,429 12,782 38,140 38,376 
Income from operations126,864 153,266 540,455 596,754 
Other expense:
Interest expense23,094 22,331 69,074 65,984 
Interest income and other, net(4,792)(4,772)(18,864)(15,827)
Income before income taxes108,562 135,707 490,245 546,597 
Income tax expense27,091 30,131 117,897 132,665 
Equity in net income of unconsolidated affiliates(818)(1,304)(3,437)(3,880)
Net income82,289 106,880 375,785 417,812 
Less: net income attributable to noncontrolling interest1,058 1,241 2,770 2,719 
Net income attributable to ADS$81,231 $105,639 $373,015 $415,093 
   
Weighted average common shares outstanding:  
Basic77,540 77,857 77,541 78,455 
Diluted78,115 78,586 78,196 79,188 
Net income per share:  
Basic$1.05 $1.36 $4.81 $5.29 
Diluted$1.04 $1.34 $4.77 $5.24 
Cash dividends declared per share$0.16 $0.14 $0.48 $0.42 
 
 

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

 As of
(Amounts in thousands)December 31, 2024March 31, 2024
ASSETS  
Current assets:  
Cash$488,859 $490,163 
Receivables, net247,940 323,576 
Inventories476,369 464,200 
Other current assets31,928 22,028 
Total current assets1,245,096 1,299,967 
Property, plant and equipment, net1,017,555 876,351 
Other assets:
Goodwill720,543 617,183 
Intangible assets, net462,491 352,652 
Other assets156,569 122,760 
Total assets$3,602,254 $3,268,913 
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY  
Current liabilities:  
Current maturities of debt obligations$10,621 $11,870 
Current maturities of finance lease obligations30,944 18,015 
Accounts payable183,913 254,401 
Other accrued liabilities162,205 154,260 
Accrued income taxes407 1,076 
Total current liabilities388,090 439,622 
Long-term debt obligations, net1,253,129 1,259,522 
Long-term finance lease obligations114,927 61,661 
Deferred tax liabilities193,285 156,705 
Other liabilities88,437 70,704 
Total liabilities2,037,868 1,988,214 
Mezzanine equity:  
Redeemable common stock95,250 108,584 
Total mezzanine equity95,250 108,584 
Stockholders’ equity:
Common stock11,693 11,679 
Paid-in capital1,269,230 1,219,834 
Common stock in treasury, at cost(1,219,404)(1,140,578)
Accumulated other comprehensive loss(38,378)(29,830)
Retained earnings1,427,891 1,092,208 
Total ADS stockholders’ equity1,451,032 1,153,313 
Noncontrolling interest in subsidiaries18,104 18,802 
Total stockholders’ equity1,469,136 1,172,115 
Total liabilities, mezzanine equity and stockholders’ equity$3,602,254 $3,268,913 
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ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 Nine Months Ended December 31,
(Amounts in thousands)20242023
Cash Flow from Operating Activities  
Net income$375,785 $417,812 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization133,671 112,014 
Deferred income taxes510 335 
Loss (gain) on disposal of assets and costs from exit and disposal activities432 (10,669)
Stock-based compensation21,758 23,636 
Amortization of deferred financing charges1,533 1,533 
Fair market value adjustments to derivatives383 (162)
Equity in net income of unconsolidated affiliates(3,437)(3,880)
Other operating activities(1,849)5,720 
Changes in working capital:
Receivables83,059 67,230 
Inventories(179)59,752 
Prepaid expenses and other current assets(2,564)(534)
Accounts payable, accrued expenses, and other liabilities(68,838)27,475 
Net cash provided by operating activities540,264 700,262 
Cash Flows from Investing Activities  
Capital expenditures(166,410)(136,385)
Proceeds from disposition of assets— 19,979 
Acquisition, net of cash acquired(237,310)— 
Other investing activities831 527 
Net cash used in investing activities(402,889)(115,879)
Cash Flows from Financing Activities  
Payments on syndicated Term Loan Facility(5,250)(5,250)
Payments on Equipment Financing(3,909)(6,361)
Payments on finance lease obligations(17,820)(8,624)
Repurchase of common stock(69,922)(178,187)
Cash dividends paid(37,324)(33,111)
Proceeds from exercise of stock options8,927 3,956 
Payment of withholding taxes on vesting of restricted stock units(10,646)(8,859)
Net cash used in financing activities(135,944)(236,436)
Effect of exchange rate changes on cash(2,526)1,271 
Net change in cash(1,095)349,218 
Cash and restricted cash at beginning of period495,848 217,128 
Cash and restricted cash at end of period$494,753 $566,346 
RECONCILIATION TO BALANCE SHEET
Cash$488,859 
Restricted cash5,894
Total cash and restricted cash$494,753 
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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
 December 31, 2024December 31, 2023
(In thousands)Net Sales Intersegment Net Sales Net Sales from External CustomersNet Sales Intersegment Net Sales Net Sales from External Customers
Pipe$356,010 $(12,607)$343,403 $360,733 $(11,629)$349,104 
Infiltrator152,384 (17,083)135,301 131,144 (27,273)103,871 
International
International - Pipe36,909 (2,860)34,049 44,203 (5,420)38,783 
International - Allied Products & Other16,372 (58)16,314 14,166 (1)14,165 
Total International53,281 (2,918)50,363 58,369 (5,421)52,948 
Allied Products & Other165,233 (3,762)161,471 159,162 (2,718)156,444 
Intersegment Eliminations(36,370)36,370 — (47,041)47,041 — 
Total Consolidated$690,538 $— $690,538 $662,367 $— $662,367 
Nine Months Ended
December 31, 2024December 31, 2023
(In thousands)Net SalesIntersegment Net SalesNet Sales from External CustomersNet SalesIntersegment Net SalesNet Sales from External Customers
Pipe$1,227,288 $(41,972)$1,185,316 $1,217,302 $(31,672)$1,185,630 
Infiltrator456,104 (62,093)394,011 406,361 (63,405)342,956 
International
International - Pipe125,281 (10,150)115,131 133,787 (9,219)124,568 
International - Allied Products & Other49,664 (174)49,490 46,789 (27)46,762 
Total International174,945 (10,324)164,621 180,576 (9,246)171,330 
Allied Products & Other556,920 (12,384)544,536 528,303 (7,586)520,717 
Intersegment Eliminations(126,773)126,773 — (111,909)111,909 — 
Total Consolidated$2,288,484 $— $2,288,484 $2,220,633 $— $2,220,633 
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.
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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 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 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
December 31,		Nine Months Ended
December 31,
(Amounts in thousands)2024202320242023
Segment Adjusted Gross Profit
Pipe$90,900 $115,621 $348,559 $402,126 
Infiltrator78,285 68,392 250,835 216,319 
International12,071 14,012 49,179 51,380 
Allied Products & Other92,938 88,150 314,129 300,574 
Intersegment Elimination1,749 (1,922)180 (4,431)
Total Segment Adjusted Gross Profit275,943 284,253 962,882 965,968 
Depreciation and amortization30,754 23,088 88,502 68,509 
Stock-based compensation expense1,335 1,316 4,131 3,473 
Inventory step-up related to Orenco acquisition2,260 — 2,260 — 
Total Gross Profit$241,594 $259,849 $867,989 $893,986 
Reconciliation of Adjusted EBITDA to Net Income
 Three Months Ended
December 31,		Nine Months Ended
December 31,
(Amounts in thousands)2024202320242023
Net income$82,289 $106,880 $375,785 $417,812 
Depreciation and amortization47,766 38,053 133,671 112,014 
Interest expense23,094 22,331 69,074 65,984 
Income tax expense27,091 30,131 117,897 132,665 
EBITDA180,240 197,395 696,427 728,475 
(Gain) loss on disposal of assets and costs from exit and disposal activities
(477)2,512 432 (10,669)
Stock-based compensation expense7,798 7,402 21,758 23,636 
Transaction costs5,924 1,030 8,619 3,054 
Interest income(4,545)(6,515)(18,478)(15,141)
Other adjustments(a)
2,545 2,382 3,775 2,414 
Adjusted EBITDA$191,485 $204,206 $712,533 $731,769 
(a)Includes derivative fair value adjustments, foreign currency transaction (gains) losses, legal settlements, inventory step-up costs, 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.
8

Reconciliation of Free Cash Flow to Cash flow from Operating Activities
 Nine Months Ended
December 31,
(Amounts in thousands)20242023
Net cash flow from operating activities$540,264 $700,262 
Capital expenditures(166,410)(136,385)
Free cash flow$373,854 $563,877 
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
December 31,		Nine Months Ended
December 31,
2024202320242023
Diluted Earnings Per Share$1.04 $1.34 $4.77 $5.24 
(Gain) loss on disposal of assets and costs from exit and disposal activities
(0.01)0.03 0.01 (0.13)
Transaction costs0.08 0.01 0.11 0.04 
Income tax impact of adjustments (a)
(0.02)(0.01)(0.03)0.02 
Adjusted Earnings per Share$1.09 $1.37 $4.86 $5.17 

(a) The income tax impact of adjustments to each period is based on the statutory tax rate.
9

 
2

 
3

 
4 • • • • • • • •

 
5

 
6

 
7

 
8

 
9

 
10

 
11

 
12

 

 
14

 
15

 
Reconciliations 16 (In thousands) Net Sales Intersegment Net Sales Net Sales from External Customers Net Sales Intersegment Net Sales Net Sales from External Customers Pipe $ 356,010 $ (12,607) $ 343,403 $ 360,733 $ (11,629) $ 349,104 Infiltrator Water Technologies 152,384 (17,083) 135,301 131,144 (27,273) 103,871 International International - Pipe 36,909 (2,860) 34,049 44,203 (5,420) 38,783 International - Allied Products & Other 16,372 (58) 16,314 14,166 (1) 14,165 Total International 53,281 (2,918) 50,363 58,369 (5,421) 52,948 Allied Products & Other 165,233 (3,762) 161,471 159,162 (2,718) 156,444 Intersegment Eliminations (36,370) 36,370 - (47,041) 47,041 - Total Consolidated $ 690,538 $ - $ 690,538 $ 662,367 $ - $ 662,367 (In thousands) Net Sales Intersegment Net Sales Net Sales from External Customers Net Sales Intersegment Net Sales Net Sales from External Customers Pipe $ 1,227,288 $ (41,972) $ 1,185,316 $ 1,217,302 $ (31,672) $ 1,185,630 Infiltrator Water Technologies 456,104 (62,093) 394,011 406,361 (63,405) 342,956 International International - Pipe 125,281 (10,150) 115,131 133,787 (9,219) 124,568 International - Allied Products & Other 49,664 (174) 49,490 46,789 (27) 46,762 Total International 174,945 (10,324) 164,621 180,576 (9,246) 171,330 Allied Products & Other 556,920 (12,384) 544,536 528,303 (7,586) 520,717 Intersegment Eliminations (126,773) 126,773 - (111,909) 111,909 - Total Consolidated $ 2,288,484 $ - $ 2,288,484 $ 2,220,633 $ - $ 2,220,633 Three Months Ended December 31, 2024 December 31, 2023 Nine Months Ended December 31, 2024 December 31, 2023

 
Reconciliations 17 Notes: a) Includes derivative fair value adjustments, foreign currency transaction (gains) losses, legal settlements, inventory step-up costs, 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) 2024 2023 2024 2023 Segment adjusted gross profit Pipe $ 90,900 $ 115,621 $ 348,559 $ 402,126 Infiltrator 78,285 68,392 250,835 216,319 International 12,071 14,012 49,179 51,380 Allied Products & Other 92,938 88,150 314,129 300,574 Intersegment Eliminations 1,749 (1,922) 180 (4,431) Total Segment Adjusted Gross Profit 275,943 284,253 962,882 965,968 Depreciation and amortization 30,754 23,088 88,502 68,509 Stock-based compensation expense 1,335 1,316 4,131 3,473 Inventory step-up relate to Orenco acquisition 2,260 - 2,260 - Total Gross Profit $ 241,594 $ 259,849 $ 867,989 $ 893,986 (Amounts in thousands) 2024 2023 2024 2023 Net income $ 82,289 $ 106,880 $ 375,785 $ 417,812 Depreciation and amortization 47,766 38,053 133,671 112,014 Interest expense 23,094 22,331 69,074 65,984 Income tax expense 27,091 30,131 117,897 132,665 EBITDA 180,240 197,395 696,427 728,475 (Gain) loss on disposal of assets and costs from exit and disposal activities (477) 2,512 432 (10,669) Stock-based compensation expense 7,798 7,402 21,758 23,636 Transaction costs 5,924 1,030 8,619 3,054 Interest income (4,545) (6,515) (18,478) (15,141) Other adjustments (a) 2,545 2,382 3,775 2,414 Adjusted EBITDA $ 191,485 $ 204,206 $ 712,533 $ 731,769 Three Months Ended December 31, Nine Months Ended December, Three Months Ended December 31, Nine Months Ended December,

 
Exhibit 99.3
adslogo.jpg
ADVANCED DRAINAGE SYSTEMS ANNOUNCES QUARTERLY CASH DIVIDEND

HILLIARD, Ohio – (February 6, 2025) – 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 $0.16 per share, a 14% 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 $0.16 per share will be paid on March 14, 2025, to shareholders of record at the close of business on February 28, 2025.

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 and its subsidiary, Infiltrator Water Technologies, provide superior stormwater drainage and onsite septic 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 70 manufacturing plants and 40 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 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; 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 acquisitions; 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; 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

v3.25.0.1
Cover
Feb. 06, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 06, 2025
Entity Registrant Name ADVANCED DRAINAGE SYSTEMS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36557
Entity Tax Identification Number 51-0105665
Entity Address, Address Line One 4640 Trueman Boulevard,
Entity Address, City or Town Hilliard,
Entity Address, State or Province OH
Entity Address, Postal Zip Code 43026
City Area Code 614
Local Phone Number 658-0050
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol WMS
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001604028
Amendment Flag false
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