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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 8, 2024
 
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 8, 2024, 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, 2023. 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 8, 2024, 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 8, 2024, 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 $0.14 per share, payable on March 15, 2024, to stockholders of record at the close of business on March 1, 2024. 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 8, 2024By:/s/ Scott A. Cottrill
Name:Scott A. Cottrill
Title:EVP, CFO & Secretary
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Exhibit 99.1
adslogo.jpg 
ADVANCED DRAINAGE SYSTEMS ANNOUNCES THIRD QUARTER
FISCAL 2024 RESULTS
HILLIARD, Ohio – (February 8, 2024) – 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, 2023.
Third Quarter Fiscal 2024 Results
•Net sales increased 1.1% to $662.4 million
•Net income increased 28.5% to $106.9 million
•Net income per diluted share increased 35.4% to $1.34
•Adjusted EBITDA (Non-GAAP) increased 20.3% to $204.2 million
•Adjusted Earnings per share (Non-GAAP) increased 35.6% to $1.37

Year-to-Date Fiscal 2024 Results
•Net sales decreased 9.5% to $2,220.6 million
•Net income decreased 1.7% to $417.8 million
•Net income per diluted share increased 4.4% to $5.24
•Adjusted EBITDA (Non-GAAP) remained flat at $731.8 million
•Adjusted Earnings per share (Non-GAAP) increased 2.4% to $5.17
•Cash provided by operating activities increased 6.0% to $700.3 million
•Free cash flow (Non-GAAP) increased 5.7% to $563.9 million

Scott Barbour, President and Chief Executive Officer of ADS commented, "In the third quarter, we saw net sales return to growth as the Infiltrator business and Allied products portfolio continued to outperform expectations. Despite ongoing headwinds from higher interest rates, credit tightening and economic uncertainty, volume increased in the quarter, primarily driven by stronger demand in the infrastructure, residential and agriculture markets. Importantly, our business model continues to demonstrate resilience, as evidenced by the record Adjusted EBITDA margin of 30.8% achieved during the third quarter, a 490-basis points improvement from the prior year. The margin performance this quarter benefited from sales mix, effective management of price/cost and the contributions of past investments in the business including new equipment, automation and tooling, which enhance the operational efficiency of our entire operation."

"The secular trend of larger-scale and more frequent water-related climate events continues to drive demand for the sustainable water management solutions ADS and Infiltrator provide. As part of our ongoing commitment to manage and protect water, the world’s most precious natural resource, Infiltrator recently launched the ECOPOD-NX. This product is the next generation of advanced wastewater treatment technology designed for higher nitrogen reduction. Many geographies are updating regulations to require higher levels of nitrogen removal, and the ECOPOD-NX leverages Infiltrator's leading market knowledge and distribution relationships. In addition, we established a strategic partnership with Rainwater Management Solutions, a provider of cutting-edge rainwater harvesting and reuse systems. These two programs demonstrate ADS' strategic commitment to improving the environment and communities through our water management solutions."

Barbour concluded, "As we move into the final quarter of this fiscal year, we updated our guidance ranges to reflect the improved demand environment and increased profitability. Outlook for the non-residential end market remains uncertain due to high interest rates and tight credit standards. We will continue to focus on delivering exceptional service to our customers and pursuing profitable growth through attractive products, markets and partnerships, while at the same time continuing to invest capital and resources at both ADS and Infiltrator to drive growth and profitability."
Third Quarter Fiscal 2024 Results
Net sales increased $7.2 million, or 1.1%, to $662.4 million, as compared to $655.2 million in the prior year quarter. Domestic pipe sales decreased $18.8 million, or 5.2%, to $346.1 million. Domestic allied products & other sales increased $8.7 million, or 5.9%, to $156.4 million. Infiltrator sales increased $14.9 million, or 16.8%, to $103.9 million. The overall increase in domestic net sales was primarily driven by the improvement in the U.S. residential and infrastructure construction end markets. International sales increased $2.4 million, or 4.4%, to $56.0 million.
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Gross profit increased $35.9 million, or 16.0%, to $259.8 million as compared to $223.9 million in the prior year. The increase in gross profit is primarily due to favorable material cost and sales mix.
Net income per diluted share increased $0.35, or 35.4%, to $1.34, as compared to $0.99 per share in the prior year quarter, primarily due to the factors mentioned above.
Adjusted EBITDA (Non-GAAP) increased $34.5 million, or 20.3%, to $204.2 million, as compared to $169.7 million in the prior year, primarily due to the factors mentioned above. As a percentage of net sales, Adjusted EBITDA was 30.8% as compared to 25.9% 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 2023 Results
Net sales decreased $232.9 million, or 9.5%, to $2,220.6 million, as compared to $2,453.6 million in the prior year quarter. Domestic pipe sales decreased $189.7 million, or 13.8%, to $1,180.3 million. Domestic allied products & other sales decreased $22.7 million, or 4.2%, to $520.7 million. Infiltrator sales decreased $11.6 million, or 3.3%, to $343.0 million. The decrease in domestic net sales was driven by lower demand in the U.S. construction and agriculture end markets. International sales decreased $8.8 million, or 4.7%, to $176.6 million.
Gross profit decreased $2.0 million, or 0.2%, to $894.0 million as compared to $896.0 million in the prior year. The decrease in gross profit is primarily due to the decrease in volume and unfavorable fixed cost absorption, partially offset by favorable material costs.
Net income per diluted share increased $0.22, or 4.4%, to $5.24, as compared to $5.02 per share in the prior year quarter. 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 $0.2 million, or 0.0%, to $731.8 million, as compared to $732.0 million in the prior year, primarily due to the factors mentioned above. As a percentage of net sales, Adjusted EBITDA was 33.0% as compared to 29.8% in the prior year.
Balance Sheet and Liquidity
Net cash provided by operating activities was $700.3 million, as compared to $660.4 million in the prior year. Free cash flow (Non-GAAP) was $563.9 million, as compared to $533.6 million in the prior year. Net debt (total debt and finance lease obligations net of cash) was $764.1 million as of December 31, 2023, a decrease of $343.7 million from March 31, 2023.
ADS had total liquidity of $1,149.6 million, comprised of cash of $560.7 million as of December 31, 2023 and $588.9 million of availability under committed credit facilities. As of December 31, 2023, the Company’s trailing-twelve-month leverage ratio was 0.8 times Adjusted EBITDA.
In the nine months ended December 31, 2023, the Company repurchased 1.6 million shares of its common stock for a total cost of $178.2 million. As of December 31, 2023, approximately $245.6 million of common stock may be repurchased under the Company's existing share repurchase authorization.
Fiscal 2024 Outlook
Based on current visibility, backlog of existing orders and business trends, the Company updated its financial targets for fiscal 2024. Net sales are now expected to be in the range of $2.800 billion to $2.850 billion. Adjusted EBITDA is expected to be in the range of $880 to $910 million. The outlook for capital expenditures is approximately $200 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://conferencingportals.com/event/TTnYXFWe using Conference ID: 45786. 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.
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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; cybersecurity risks; our ability to manage our supply purchasing and customer credit policies; our ability to control labor costs and to attract, train and retain highly qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; the risks associated with our current levels of indebtedness, including borrowings under our existing credit agreement and outstanding indebtedness under our existing senior notes; and other risks and uncertainties described in the Company’s filings with the SEC. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
For more information, please contact:
Michael Higgins
VP, Corporate Strategy & Investor Relations
(614) 658-0050
Michael.Higgins@adspipe.com
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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)2023202220232022
Net sales$662,367 $655,167 $2,220,633 $2,453,562 
Cost of goods sold402,518 431,250 1,326,647 1,557,575 
Gross profit259,849 223,917 893,986 895,987 
Operating expenses:
Selling, general and administrative91,289 85,936 269,525 261,095 
Loss (gain) on disposal of assets and costs from exit and disposal activities
2,512 (348)(10,669)(147)
Intangible amortization12,782 13,842 38,376 41,360 
Income from operations153,266 124,487 596,754 593,679 
Other expense:
Interest expense22,331 20,001 65,984 49,334 
Derivative gain and other income, net(4,772)(4,125)(15,827)(5,632)
Income before income taxes135,707 108,611 546,597 549,977 
Income tax expense30,131 26,068 132,665 128,641 
Equity in net income of unconsolidated affiliates(1,304)(639)(3,880)(3,705)
Net income106,880 83,182 417,812 425,041 
Less: net income attributable to noncontrolling interest1,241 1,142 2,719 3,848 
Net income attributable to ADS$105,639 $82,040 $415,093 $421,193 
   
Weighted average common shares outstanding:  
Basic77,857 82,067 78,455 82,891 
Diluted78,586 82,987 79,188 83,980 
Net income per share:  
Basic$1.36 $1.00 $5.29 $5.08 
Diluted$1.34 $0.99 $5.24 $5.02 
Cash dividends declared per share$0.14 $0.12 $0.42 $0.36 
 
 

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

 As of
(Amounts in thousands)December 31, 2023March 31, 2023
ASSETS  
Current assets:  
Cash$560,744 $217,128 
Receivables, net240,810 306,945 
Inventories405,409 463,994 
Other current assets31,459 29,422 
Total current assets1,238,422 1,017,489 
Property, plant and equipment, net810,887 733,059 
Other assets:
Goodwill617,397 620,193 
Intangible assets, net365,631 407,627 
Other assets129,622 122,757 
Total assets$3,161,959 $2,901,125 
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY  
Current liabilities:  
Current maturities of debt obligations$12,275 $14,693 
Current maturities of finance lease obligations12,844 8,541 
Accounts payable207,902 210,111 
Other accrued liabilities162,275 142,400 
Accrued income taxes13,829 3,057 
Total current liabilities409,125 378,802 
Long-term debt obligations, net1,261,742 1,269,391 
Long-term finance lease obligations37,947 32,272 
Deferred tax liabilities159,296 159,056 
Other liabilities71,980 66,744 
Total liabilities1,940,090 1,906,265 
Mezzanine equity:  
Redeemable common stock121,686 153,220 
Total mezzanine equity121,686 153,220 
Stockholders’ equity:
Common stock11,670 11,647 
Paid-in capital1,195,893 1,134,864 
Common stock in treasury, at cost(1,110,670)(920,999)
Accumulated other comprehensive loss(26,601)(27,580)
Retained earnings1,008,270 626,215 
Total ADS stockholders’ equity1,078,562 824,147 
Noncontrolling interest in subsidiaries21,621 17,493 
Total stockholders’ equity1,100,183 841,640 
Total liabilities, mezzanine equity and stockholders’ equity$3,161,959 $2,901,125 
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ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 Nine Months Ended December 31,
(Amounts in thousands)20232022
Cash Flow from Operating Activities  
Net income$417,812 $425,041 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization112,014 107,346 
Deferred income taxes335 (4,165)
Gain on disposal of assets and costs from exit and disposal activities(10,669)(147)
Stock-based compensation23,636 19,912 
Amortization of deferred financing charges1,533 909 
Fair market value adjustments to derivatives(162)2,309 
Equity in net income of unconsolidated affiliates(3,880)(3,705)
Other operating activities5,720 2,732 
Changes in working capital:
Receivables67,230 99,958 
Inventories59,752 34,871 
Prepaid expenses and other current assets(534)(4,532)
Accounts payable, accrued expenses, and other liabilities27,475 (20,091)
Net cash provided by operating activities700,262 660,438 
Cash Flows from Investing Activities  
Capital expenditures(136,385)(126,858)
Proceeds from disposition of assets19,979 — 
Acquisition, net of cash acquired— (48,010)
Other investing activities527 46 
Net cash used in investing activities(115,879)(174,822)
Cash Flows from Financing Activities  
Payments on syndicated Term Loan Facility(5,250)(5,250)
Proceeds from Revolving Credit Agreement— 26,200 
Payments on Revolving Credit Agreement— (140,500)
Proceeds from Amended Revolving Credit Agreement— 97,000 
Payments on Amended Revolving Credit Agreement— (97,000)
Proceeds from Senior Notes due 2030— 500,000 
Debt issuance costs— (11,575)
Payments on Equipment Financing(6,361)(10,213)
Payments on finance lease obligations(8,624)(4,954)
Repurchase of common stock(178,187)(375,027)
Cash dividends paid(33,111)(30,111)
Dividends paid to noncontrolling interest holder— (3,652)
Proceeds from exercise of stock options3,956 5,145 
Payment of withholding taxes on vesting of restricted stock units(8,859)(28,653)
Net cash used in financing activities(236,436)(78,590)
Effect of exchange rate changes on cash1,271 (461)
Net change in cash349,218 406,565 
Cash and restricted cash at beginning of period217,128 20,125 
Cash and restricted cash at end of period$566,346 $426,690 
RECONCILIATION TO BALANCE SHEET
Cash$560,744 
Restricted cash5,602
Total cash and restricted cash$566,346 
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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, 2023December 31, 2022
(In thousands)Net Sales Intersegment Net Sales Net Sales from External CustomersNet Sales Intersegment Net Sales Net Sales from External Customers
Pipe$360,733 $(14,680)$346,053 $375,719 $(10,839)$364,880 
Infiltrator131,144 (27,273)103,871 103,895 (14,961)88,934 
International
International - Pipe44,203 (2,369)41,834 44,882 (5,311)39,571 
International - Allied Products & Other14,166 (1)14,165 14,075 — 14,075 
Total International58,369 (2,370)55,999 58,957 (5,311)53,646 
Allied Products & Other159,162 (2,718)156,444 149,044 (1,337)147,707 
Intersegment Eliminations(47,041)47,041 — (32,448)32,448 — 
Total Consolidated$662,367 $— $662,367 $655,167 $— $655,167 
Nine Months Ended
December 31, 2023December 31, 2022
Net SalesIntersegment Net SalesNet Sales from External CustomersNet SalesIntersegment Net SalesNet Sales from External Customers
Pipe$1,217,302 $(36,974)$1,180,328 $1,401,554 $(31,483)$1,370,071 
Infiltrator406,361 (63,405)342,956 420,920 (66,317)354,603 
International
International - Pipe133,787 (3,917)129,870 154,762 (18,509)136,253 
International - Allied Products & Other46,789 (27)46,762 49,172 — 49,172 
Total International180,576 (3,944)176,632 203,934 (18,509)185,425 
Allied Products & Other528,303 (7,586)520,717 550,153 (6,690)543,463 
Intersegment Eliminations(111,909)111,909 — (122,999)122,999 — 
Total Consolidated$2,220,633 $— $2,220,633 $2,453,562 $— $2,453,562 
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
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as the Company’s management and board of directors. In order to provide investors with a meaningful reconciliation, the Company has provided below reconciliations of Adjusted EBITDA to net income.
Free Cash Flow is a non-GAAP financial measure that comprises cash flow from operating activities less capital expenditures. Free Cash Flow is a measure used by management and the Company’s board of directors to assess the Company’s ability to generate cash.  Accordingly, management believes that Free Cash Flow provides useful information to investors and others in understanding and evaluating our ability to generate cash flow from operations after capital expenditures. In order to provide investors with a meaningful reconciliation, the Company has provided below a reconciliation of cash flow from operating activities to Free Cash Flow.

Adjusted Earnings per Share excludes (gains) losses on disposals of assets or business, restructuring expenses, impairment charges and transaction costs. Adjusted Earnings per Share are measures 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)2023202220232022
Segment Adjusted Gross Profit
Pipe$115,621 $106,279 $402,126 $421,011 
Infiltrator68,392 46,497 216,319 193,569 
International14,012 13,342 51,380 51,456 
Allied Products & Other88,150 78,401 300,574 293,472 
Intersegment Elimination(1,922)714 (4,431)329 
Total Segment Adjusted Gross Profit284,253 245,233 965,968 959,837 
Depreciation and amortization23,088 20,573 68,509 61,675 
Stock-based compensation expense1,316 743 3,473 2,175 
Total Gross Profit$259,849 $223,917 $893,986 $895,987 
Reconciliation of Adjusted EBITDA to Net Income
 Three Months Ended
December 31,		Nine Months Ended
December 31,
(Amounts in thousands)2023202220232022
Net income$106,880 $83,182 $417,812 $425,041 
Depreciation and amortization38,053 35,846 112,014 107,346 
Interest expense22,331 20,001 65,984 49,334 
Income tax expense30,131 26,068 132,665 128,641 
EBITDA197,395 165,097 728,475 710,362 
Loss (gain) on disposal of assets and costs from exit and disposal activities
2,512 (348)(10,669)(147)
Stock-based compensation expense7,402 6,179 23,636 19,912 
Transaction costs1,030 1,334 3,054 3,417 
Interest income(6,515)(3,834)(15,141)(5,942)
Other adjustments(a)
2,382 1,309 2,414 4,380 
Adjusted EBITDA$204,206 $169,737 $731,769 $731,982 
(a)Includes derivative fair value adjustments, foreign currency transaction (gains) losses, 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.
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Reconciliation of Free Cash Flow to Cash flow from Operating Activities
 Nine Months Ended
December 31,
(Amounts in thousands)20232022
Net cash flow from operating activities$700,262 $660,438 
Capital expenditures(136,385)(126,858)
Free cash flow$563,877 $533,580 
Reconciliation of Diluted Earnings per Share to Adjusted Earnings per Share

The following table diluted presents 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,
2023202220232022
Diluted Earnings Per Share$1.34 $0.99 $5.24 $5.02 
Loss (gain) on disposal of assets and costs from exit and disposal activities
0.03 — (0.13)— 
Transaction costs0.01 0.02 0.04 0.04 
Income tax impact of adjustments (a)
(0.01)— 0.02 (0.01)
Adjusted Earnings per Share$1.37 $1.01 $5.17 $5.05 

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

 
2

 
3

 

 
5

 
6

 
7 • • • • • • • • • • • • • • •

 
8

 
9

 
10

 

 
12

 
13

 
Reconciliations 14 (In thousands) Net Sales Intersegment Net Sales Net Sales from External Customers Net Sales Intersegment Net Sales Net Sales from External Customers Pipe $ 360,733 $ (14,680) $ 346,053 $ 375,719 $ (10,839) $ 364,880 Infiltrator Water Technologies 131,144 (27,273) 103,871 103,895 (14,961) 88,934 International International - Pipe 44,203 (2,369) 41,834 44,882 (5,311) 39,571 International - Allied Products & Other 14,166 (1) 14,165 14,075 - 14,075 Total International 58,369 (2,370) 55,999 58,957 (5,311) 53,646 Allied Products & Other 159,162 (2,718) 156,444 149,044 (1,337) 147,707 Intersegment Eliminations (47,041) 47,041 - (32,448) 32,448 - Total Consolidated $ 662,367 $ - $ 662,367 $ 655,167 $ - $ 655,167 (In thousands) Net Sales Intersegment Net Sales Net Sales from External Customers Net Sales Intersegment Net Sales Net Sales from External Customers Pipe $ 1,217,302 $ (36,974) $ 1,180,328 $ 1,401,554 $ (31,483) $ 1,370,071 Infiltrator Water Technologies 406,361 (63,405) 342,956 420,920 (66,317) 354,603 International International - Pipe 133,787 (3,917) 129,870 154,762 (18,509) 136,253 International - Allied Products & Other 46,789 (27) 46,762 49,172 - 49,172 Total International 180,576 (3,944) 176,632 203,934 (18,509) 185,425 Allied Products & Other 528,303 (7,586) 520,717 550,153 (6,690) 543,463 Intersegment Eliminations (111,909) 111,909 - (122,999) 122,999 - Total Consolidated $ 2,220,633 $ - $ 2,220,633 $ 2,453,562 $ - $ 2,453,562 Three Months Ended December 31, 2023 December 31, 2022 Nine Months Ended December 31, 2023 December 31, 2022

 
Reconciliations 15 Notes: a) Includes derivative fair value adjustments, foreign currency transaction (gains) losses, 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) 2023 2022 2023 2022 Segment adjusted gross profit Pipe $ 115,621 $ 106,279 $ 402,126 $ 421,011 Infiltrator 68,392 46,497 216,319 193,569 International 14,012 13,342 51,380 51,456 Allied Products & Other 88,150 78,401 300,574 293,472 Intersegment Eliminations (1,922) 714 (4,431) 329 Total Segment Adjusted Gross Profit 284,253 245,233 965,968 959,837 Depreciation and amortization 23,088 20,573 68,509 61,675 Stock-based compensation expense 1,316 743 3,473 2,175 Total Gross Profit $ 259,849 $ 223,917 $ 893,986 $ 895,987 (Amounts in thousands) 2023 2022 2023 2022 Net income $ 106,880 $ 83,182 $ 417,812 $ 425,041 Depreciation and amortization 38,053 35,846 112,014 107,346 Interest expense 22,331 20,001 65,984 49,334 Income tax expense 30,131 26,068 132,665 128,641 EBITDA 197,395 165,097 728,475 710,362 Loss (gain) on disposal of assets and costs from exit and disposal activities 2,512 (348) (10,669) (147) Stock-based compensation expense 7,402 6,179 23,636 19,912 Transaction costs 1,030 1,334 3,054 3,417 Interest income (6,515) (3,834) (15,141) (5,942) Other adjustments (a) 2,382 1,309 2,414 4,380 Adjusted EBITDA $ 204,206 $ 169,737 $ 731,769 $ 731,982 Three Months Ended December 30, Nine Months Ended December 30, Three Months Ended December 30, Nine Months Ended December 30,

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

HILLIARD, Ohio – (February 8, 2024) – 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 $0.14 per share, a 17% 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 $0.14 per share will be paid on March 15, 2024, to shareholders of record at the close of business on March 1, 2024.

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; cybersecurity risks; our ability to manage our supply purchasing and customer credit policies; our ability to control labor costs and to attract, train and retain highly qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; the risks associated with our current levels of indebtedness, including borrowings under our existing credit agreement and outstanding indebtedness under our existing senior notes; and other risks and uncertainties described in the Company’s filings with the SEC. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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


v3.24.0.1
Cover
Feb. 08, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 08, 2024
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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