8-K
Advanced Drainage Systems, Inc. (WMS)
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): May 21, 2026
ADVANCED DRAINAGE SYSTEMS, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-36557 | 51-0105665 | |
|---|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) | |
| 4024 Green Stripe Lane | 43026 | ||
| Hilliard, | Ohio | ||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (800) 733-7473
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<br><br>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 May 21, 2026, Advanced Drainage Systems, Inc. (the "Company") issued a press release setting forth the Company’s unaudited results for the fourth quarter and fiscal year ended March 31, 2026. 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 May 15, 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 fourth quarter and fiscal year ended March 31, 2026. 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 for 90 days following the call.
The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of 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 8.01 Other Events
On May 21, 2026, 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 $0.20 per share, payable on June 15, 2026, to stockholders of record at the close of business on June 1, 2026. 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 | Press Release of Advanced Drainage Systems, Inc., dated May21, 2026, regarding earnings |
|---|---|
| 99.2 | Presentation slides, dated May21, 2026, regarding earnings |
| 99.3 | Press Release of Advanced Drainage Systems, Inc., dated May21, 2026, regarding dividend |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 21, 2026 | By: | /s/ Scott A. Cottrill |
| Name: | Scott A. Cottrill | |
| Title: | EVP, CFO & Secretary |
2
Document
Exhibit 99.1
ADVANCED DRAINAGE SYSTEMS ANNOUNCES FOURTH QUARTER AND
FISCAL YEAR 2026 RESULTS
•Closed NDS acquisition
•Fourth quarter net sales increased 9.9% to $676.8 million
•Fourth quarter organic sales increased 2.0%
•Generated $819.1 million in cash from operations; returned $155.4 million to shareholders in Fiscal Year 2026
HILLIARD, Ohio – (May 21, 2026) – Advanced Drainage Systems, Inc. (NYSE: WMS) ("ADS" or the "Company"), a leading provider of innovative water management solutions in the stormwater and wastewater industries today announced financial results for the fourth quarter and fiscal year ended March 31, 2026.
Scott Barbour, President and Chief Executive Officer of ADS commented, "In the fourth quarter, net sales increased 10% overall, driven by strong growth in Allied products as well as the contribution from the NDS acquisition, which we closed in the quarter. We continue to focus on material conversion, new product introductions, customer programs and acquisitions to drive growth in the challenging demand environment. Adjusted EBITDA also increased 6%, driven by favorable volume and price/cost."
"In Fiscal 2026, net sales increased 5% as we executed our differentiated growth strategy to drive above market performance through material conversion, product innovation and acquisitions in the stormwater and wastewater markets. Importantly, sales in our higher margin products, Infiltrator and Allied products, increased 14% and 13%, respectively, and these product categories represented a collective 48% of Fiscal 2026 revenue. The resiliency of our model demonstrated by this year's 31.6% Adjusted EBITDA margin is due in part to our strategy to grow these more profitable products to be a higher mix of the overall sales."
"Turning to Fiscal 2027, we are cautious on the demand outlook due to the geopolitical uncertainty, elevated interest rates and resulting economic uncertainty. Non-residential construction activity continues to benefit from large projects, though residential construction activity has slowed. We have good line of sight into our costs, and we are working to offset inflationary pressure on a dollar-for-dollar basis through pricing actions as well as by utilizing our North American leading recycling capabilities to pivot to lower-cost material. We are confident in our ability to grow and increase market share during this period of market uncertainty, supported by our national reach and industry-leading product portfolio, as we focus on growing geographies and segments of the construction market, such as data centers."
Barbour concluded, "Long term, we will continue to grow our resilient platform with strong cash generation to enable disciplined capital allocation that drives shareholder returns."
Fourth Quarter Fiscal 2026 Results
Net sales increased $61.0 million, or 9.9%, to $676.8 million, as compared to $615.8 million in the prior year quarter. Stormwater sales increased $56.0 million, or 11.7%, to $534.7 million, as compared to $478.8 million in the prior year quarter. Stormwater sales include $48.8 million of revenue from the acquisition of National Diversified Sales ("NDS"). Stormwater sales increased 2% on an organic basis. Wastewater sales increased $5.0 million, or 3.7%, to $142.0 million, as compared to $137.0 million in the prior year period.
Gross profit increased $11.4 million, or 5.0%, to $237.7 million as compared to $226.3 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 $46.2 million, or 50.5% to $137.6 million, as compared to $91.4 million in the prior year. As a percentage of sales, selling, general and administrative expense was 20.3% as compared to 14.8% in the prior year. The increase was primarily driven by the acquisition of NDS and associated transaction costs.
Net income from continuing operations decreased $41.6 million, or 54.1%, to $35.2 million, as compared to $76.8 million in the prior year. Diluted Earnings Per Share ("EPS") from continuing operations decreased $0.56, or 56.6%, to $0.43, as compared to $0.99 per share in the prior year quarter. The decrease is primarily due to acquisition related costs as well as restructuring and realignment expenses. Adjusted EPS from continuing operations increased $0.04, or 3.9%, to $1.07, as compared to $1.03 in the prior year period.
Adjusted EBITDA (Non-GAAP) increased $11.3 million, or 6.4%, to $188.0 million, as compared to $176.7 million in the prior year, primarily due to the factors mentioned above. As a percentage of net sales, Adjusted EBITDA was 27.8% as compared to 28.7% 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."
Fiscal Year 2026 Results
Net sales increased $146.1 million, or 5.0%, to $3,050.4 million, as compared to $2,904.2 million in the prior year. Stormwater sales increased $71.0 million, or 3.1% to $2,397.4 million, as compared to $2,326.4 million in the prior year. Wastewater sales increased $75.1 million, or 13.0%, to $653.0 million, as compared to $577.9 million in the prior year.
Gross profit increased $73.1 million, or 6.7%, to $1,167.4 million as compared to $1,094.2 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 acquisitions.
Selling, general and administrative expenses increased $89.2 million, or 23.4% to $469.5 million, as compared to $380.4 million. As a percentage of sales, selling, general and administrative expense was 15.4% as compared to 13.1% in the prior year. The increase was primarily driven by the acquisitions of Orenco and NDS, as well as transaction costs associated with the acquisition of NDS.
Net income from continuing operations decreased $22.7 million, or 5.0%, to $429.9 million, as compared to $452.6 million in the prior year. Diluted EPS from continuing operations decreased $0.31, or 5.4%, to $5.45, as compared to $5.76 per share in the prior year quarter. The decrease is primarily due to acquisition related costs as well as restructuring and realignment expenses. Adjusted EPS from continuing operations increased $0.38, or 6.5%, to $6.27, as compared to $5.89 in the prior year period.
Adjusted EBITDA (Non-GAAP) increased $73.7 million, or 8.3%, to $962.9 million, as compared to $889.2 million in the prior year, primarily due to the factors mentioned above. As a percentage of net sales, Adjusted EBITDA was 31.6% as compared to 30.6% in the prior year.
NDS Acquisition and New Segment Reporting
On February 2, 2026, the Company announced that it completed the previously disclosed acquisition of the water management business of Norma Group SE (DAX: NOEJ), known as National Diversified Sales ("NDS"). For more information, visit the Investor Relations section of the Company's website.
Following the acquisition of NDS the Company realigned its reportable segments to align with the manner in which the chief operating decision maker assesses performance and makes resource allocation decisions. ADS operates its business in two distinct reportable segments: "Stormwater" and "Wastewater", which are primarily organized based on products. The Stormwater segment primarily consists of the former Pipe and International segments, as well as Allied Products & Other. The Wastewater segment primarily consists of the former Infiltrator segment.
Balance Sheet and Liquidity
Net cash provided by operating activities was $819.1 million, as compared to $581.5 million in the prior year. Free cash flow (Non-GAAP) was $569.3 million, as compared to $368.5 million in the prior year. Capital expenditures increased $36.8 million over the prior year as we continue to invest in safety, capacity and productivity. Net debt (total debt and finance lease obligations net of cash) was $1,548.9 million as of March 31, 2026, an increase of $586.5 million from March 31, 2025.
ADS had total liquidity of $962.9 million, comprised of cash of $223.0 million as of March 31, 2026 and $739.9 million of availability under committed credit facilities. As of March 31, 2026, the Company’s leverage ratio was 1.6 times.
In the twelve months ended March 31, 2026, the Company repurchased 0.7 million shares of its common stock for a total cost of $99.2 million. Between common stock repurchased and dividends paid, the Company returned $155.4 million to shareholders in the year ended March 31, 2026, an increase of 29.8% compared to $119.7 million in the year ended March 31, 2025. As of March 31, 2026, the Company has $1.0 billion remaining under its share repurchase authorization.
Fiscal Year 2027 Outlook
Based on current visibility, backlog of existing orders and business trends, the Company issued the following targets for fiscal 2027. Net sales are expected to be in the range of $3.350 billion to $3.550 billion. Adjusted EBITDA is expected to be in the range of $1.0 billion to $1.050 billion. Capital expenditures are expected to be 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.
About the Company
Advanced Drainage Systems is a leading manufacturer of innovative stormwater and onsite wastewater solutions that manage the world’s most precious resource: water. ADS, along with NDS and Infiltrator Water Technologies, provides superior stormwater drainage and onsite wastewater products used across commercial, residential, infrastructure, and agricultural applications, while delivering unparalleled customer service. ADS operates the industry’s largest company-owned fleet, an expansive sales team and a vast manufacturing network. As one of the largest plastic recycling companies in North America, ADS keeps hundreds of millions of pounds of plastic out of landfills each 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 and international trade policies, and our ability to pass any increased costs of raw materials and tariffs on to our customers in a timely manner; 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, including our ability to successfully integrate NDS into our business; risks that the acquisition of NDS may involve unexpected costs, liabilities, risks that the cost savings and synergies from the acquisition of NDS may not be fully realized; 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, robotics and blockchain or other new approaches to data mining 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
Financial Statements
ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
| Three Months Ended March 31, | Fiscal Year Ended March 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share data) | 2026 | 2025 | 2026 | 2025 | ||||
| Net sales | $ | 676,761 | $ | 615,761 | $ | 3,050,376 | $ | 2,904,245 |
| Cost of goods sold | 439,097 | 389,509 | 1,882,990 | 1,810,004 | ||||
| Gross profit | 237,664 | 226,252 | 1,167,386 | 1,094,241 | ||||
| Operating expenses: | ||||||||
| Selling, general and administrative | 137,622 | 91,416 | 469,549 | 380,378 | ||||
| Loss (gain) on disposal of assets and costs from exit and disposal activities | 28,026 | 3,426 | 19,211 | 3,858 | ||||
| Intangible amortization | 18,678 | 14,429 | 59,424 | 52,569 | ||||
| Income from operations | 53,338 | 116,981 | 619,202 | 657,436 | ||||
| Other expense: | ||||||||
| Interest expense | 25,145 | 22,729 | 93,869 | 91,803 | ||||
| Interest income and other, net | (11,239) | (4,968) | (34,455) | (23,832) | ||||
| Income before income taxes | 39,432 | 99,220 | 559,788 | 589,465 | ||||
| Income tax expense | 5,358 | 23,166 | 134,988 | 141,063 | ||||
| Equity in net income of unconsolidated affiliates | (1,161) | (734) | (5,063) | (4,171) | ||||
| Net income from continuing operations | 35,235 | 76,788 | 429,863 | 452,573 | ||||
| Net loss from discontinued operations | (1,090) | — | (1,090) | — | ||||
| Net income | 34,145 | 76,788 | 428,773 | 452,573 | ||||
| Less: net income attributable to noncontrolling interest | 1,245 | (369) | 2,308 | 2,401 | ||||
| Net income attributable to ADS | $ | 32,900 | $ | 77,157 | $ | 426,465 | $ | 450,172 |
| Weighted average common shares outstanding: | ||||||||
| Basic | 77,818 | 77,576 | 77,756 | 77,549 | ||||
| Diluted | 78,482 | 78,109 | 78,383 | 78,188 | ||||
| Net income from continuing operations per share | ||||||||
| Basic | $ | 0.44 | $ | 0.99 | $ | 5.50 | $ | 5.81 |
| Diluted | $ | 0.43 | $ | 0.99 | $ | 5.45 | $ | 5.76 |
| Net loss from discontinued operations per share | ||||||||
| Basic | $ | (0.01) | $ | — | $ | (0.01) | $ | — |
| Diluted | $ | (0.01) | $ | — | $ | (0.01) | $ | — |
| Net income per share: | ||||||||
| Basic | $ | 0.42 | $ | 0.99 | $ | 5.48 | $ | 5.81 |
| Diluted | $ | 0.42 | $ | 0.99 | $ | 5.44 | $ | 5.76 |
| Cash dividends declared per share | $ | 0.18 | $ | 0.16 | $ | 0.72 | $ | 0.64 |
ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
| As of | ||||
|---|---|---|---|---|
| (Amounts in thousands) | March 31, 2026 | March 31, 2025 | ||
| ASSETS | ||||
| Current assets: | ||||
| Cash | $ | 223,012 | $ | 463,319 |
| Receivables, net | 390,536 | 333,221 | ||
| Inventories | 543,381 | 488,269 | ||
| Assets held for sale | 43,451 | 8,194 | ||
| Other current assets | 30,449 | 31,780 | ||
| Total current assets | 1,230,829 | 1,324,783 | ||
| Property, plant and equipment, net | 1,217,165 | 1,051,040 | ||
| Other assets: | ||||
| Goodwill | 1,042,716 | 720,223 | ||
| Intangible assets, net | 848,527 | 448,060 | ||
| Other assets | 166,386 | 146,254 | ||
| Total assets | $ | 4,505,623 | $ | 3,690,360 |
| LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Current maturities of debt obligations | $ | 5,865 | $ | 9,934 |
| Current maturities of finance lease obligations | 38,136 | 33,143 | ||
| Accounts payable | 237,706 | 218,024 | ||
| Liabilities held for sale | 15,139 | — | ||
| Other accrued liabilities | 212,623 | 137,295 | ||
| Total current liabilities | 509,469 | 398,396 | ||
| Long-term debt obligations, net | 1,605,958 | 1,251,589 | ||
| Long-term finance lease obligations | 121,935 | 131,000 | ||
| Deferred tax liabilities | 220,994 | 190,416 | ||
| Other liabilities | 91,303 | 83,171 | ||
| Total liabilities | 2,549,659 | 2,054,572 | ||
| Mezzanine equity: | ||||
| Redeemable convertible preferred stock | 73,652 | 92,652 | ||
| Total mezzanine equity | 73,652 | 92,652 | ||
| Stockholders’ equity: | ||||
| Common stock | 11,710 | 11,694 | ||
| Paid-in capital | 1,342,091 | 1,277,694 | ||
| Common stock in treasury, at cost | (1,325,713) | (1,219,408) | ||
| Accumulated other comprehensive loss | (32,290) | (37,178) | ||
| Retained earnings | 1,862,936 | 1,492,634 | ||
| Total ADS stockholders’ equity | 1,858,734 | 1,525,436 | ||
| Noncontrolling interest in subsidiaries | 23,578 | 17,700 | ||
| Total stockholders’ equity | 1,882,312 | 1,543,136 | ||
| Total liabilities, mezzanine equity and stockholders’ equity | $ | 4,505,623 | $ | 3,690,360 |
ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Fiscal Year Ended March 31, | ||||
|---|---|---|---|---|
| (Amounts in thousands) | 2026 | 2025 | ||
| Cash Flow from Operating Activities | ||||
| Net income | $ | 428,773 | $ | 452,573 |
| Less: Net loss from discontinued operations, net of taxes | (1,090) | — | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 216,261 | 183,281 | ||
| Deferred income taxes | 35,385 | (423) | ||
| Loss (gain) on disposal of assets and costs from exit and disposal activities | 19,211 | 3,858 | ||
| Stock-based compensation | 32,354 | 26,581 | ||
| Amortization of deferred financing charges | 2,225 | 2,044 | ||
| Inventory step up related to NDS acquisition | 12,277 | — | ||
| Fair market value adjustments to derivatives | (5,129) | 220 | ||
| Equity in net income of unconsolidated affiliates | (5,063) | (4,171) | ||
| Other operating activities | 806 | (298) | ||
| Changes in working capital: | ||||
| Receivables | (2,288) | 1,414 | ||
| Inventories | 30,609 | (15,749) | ||
| Prepaid expenses and other current assets | (1,110) | (3,983) | ||
| Accounts payable, accrued expenses and other liabilities | 53,960 | (63,856) | ||
| Operating cash flows from discontinued operations | (307) | — | ||
| Net cash provided by operating activities | 819,054 | 581,491 | ||
| Cash Flows from Investing Activities | ||||
| Capital expenditures | (249,766) | (212,944) | ||
| Proceeds from disposition of assets or businesses | 32,541 | — | ||
| Acquisition, net of cash acquired | (991,064) | (237,310) | ||
| Other investing activities | (3,531) | 2,388 | ||
| Net cash used in investing activities | (1,211,820) | (447,866) | ||
| Cash Flows from Financing Activities | ||||
| Proceeds from Term Loan Facility | 600,000 | — | ||
| Payments on syndicated Term Loan Facility | (413,250) | (7,000) | ||
| Proceeds from Revolving Credit Agreement | 75,500 | — | ||
| Payments on Revolving Credit Agreement | (75,500) | — | ||
| Proceeds from Senior Notes due 2034 | 500,000 | — | ||
| Payments on Senior Notes due 2027 | (350,000) | — | ||
| Proceeds from commercial loan agreement | 27,200 | — | ||
| Debt issuance costs | (17,182) | — | ||
| Payments on Equipment Financing | (2,937) | (4,897) | ||
| Payments on finance lease obligations | (40,602) | (25,487) | ||
| Repurchase of common stock | (91,958) | (69,922) | ||
| Cash dividends paid | (56,124) | (49,737) | ||
| Proceeds from noncontrolling interest holder | 3,342 | — | ||
| Dividends paid to noncontrolling interest holder | (1,960) | — | ||
| Proceeds from option exercises | 6,850 | 9,971 | ||
| Payment of withholding taxes on vesting of restricted stock units | (7,060) | (10,657) | ||
| Other financing activities | (2) | 2 | ||
| Net cash provided by (used in) financing activities | 156,317 | (157,727) | ||
| Effect of exchange rate changes on cash | 1,145 | (2,475) | ||
| Net change in cash | (235,304) | (26,577) | ||
| Cash at beginning of year | 469,271 | 495,848 | ||
| Cash and restricted cash at end of year | $ | 233,967 | $ | 469,271 |
| Less: cash held for sale | $ | (9,184) | $ | — |
| Cash and restricted cash, excluding cash held for sale, at end of year | $ | 224,783 | $ | 469,271 |
| RECONCILIATION TO BALANCE SHEET | ||||
| Cash | $ | 223,012 | $ | 463,319 |
| Restricted cash | 1,771 | 5,952 | ||
| Total cash and restricted cash | $ | 224,783 | $ | 469,271 |
Selected Financial Data
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, Organic Net Sales, Free Cash Flow and Adjusted Earnings per Share from Continuing Operations, non-GAAP financial measures. These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP. These measures are not intended to be substitutes for those reported in accordance with GAAP. Adjusted EBITDA and Free Cash Flow may be different from non-GAAP financial measures used by other companies, even when similar terms are used to identify such measures.
EBITDA and Adjusted EBITDA are non-GAAP financial measures that comprise net income before interest, income taxes, depreciation and amortization, stock-based compensation, non-cash charges and certain other expenses. The Company’s definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Adjusted EBITDA is a key metric used by management and the Company’s board of directors to assess financial performance and evaluate the effectiveness of the Company’s business strategies. Accordingly, management believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as the Company’s management and board of directors. In order to provide investors with a meaningful reconciliation, the Company has provided below reconciliations of Adjusted EBITDA to net income.
Organic Net Sales is a non-GAAP financial measure that represents net sales excluding the impact of acquisitions and is intended to provide a meaningful comparison of sales growth attributable to underlying volume and pricing changes in the Company’s continuing operations.
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 from Continuing Operations excludes (gains) losses on disposals of assets or business, restructuring expenses, impairment charges, inventory step up related to the acquisition of NDS and transaction costs. Adjusted Earnings per Share from Continuing Operations 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 Segment Adjusted EBITDA to Net Income From Continuing Operations
| Three Months Ended March 31, 2026 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Amounts in thousands) | Stormwater | Wastewater | Intersegment Eliminations | Total | ||||
| Net sales: | ||||||||
| Net sales from external customers | $ | 534,749 | $ | 142,012 | $ | — | $ | 676,761 |
| Intersegment net sales | 8,870 | 13,534 | (22,404) | — | ||||
| Net sales | 543,619 | 155,546 | (22,404) | 676,761 | ||||
| Significant segment expenses: | ||||||||
| Costs of goods sold | 377,356 | 85,806 | (24,065) | 439,097 | ||||
| Selling, general and administrative expenses | 106,709 | 15,690 | — | 122,399 | ||||
| Other segment items(a) | (80,625) | (7,323) | — | (87,948) | ||||
| Segment Adjusted EBITDA(b) | $ | 140,179 | $ | 61,373 | $ | 1,661 | ||
| Corporate and other costs(c) | 15,223 | |||||||
| Total consolidated Adjusted EBITDA | $ | 187,990 | ||||||
| Reconciliation of total consolidated Adjusted EBITDA to income from continuing operations before income taxes: | ||||||||
| Interest expense | 25,145 | |||||||
| Interest income | (3,805) | |||||||
| Depreciation and amortization | 59,818 | |||||||
| Stock-based compensation expense | 6,538 | |||||||
| Loss (gain) on disposal of assets and costs from exit and disposal activities | 28,026 | |||||||
| Transaction costs(d) | 23,509 | |||||||
| Other adjustments(e) | 9,327 | |||||||
| Income before income taxes | 39,432 | |||||||
| Income tax expense | 5,358 | |||||||
| Equity in net income of unconsolidated affiliates | (1,161) | |||||||
| Net income from continuing operations | $ | 35,235 |
a.Other segment items include depreciation, amortization recorded within cost of goods sold, stock-based compensation expense, inventory step-up costs, restructuring and realignment expense, and transaction costs.
b.The Company calculates Segment Adjusted EBITDA as net income from continuing operations before interest, income taxes, depreciation and amortization, stock-based compensation expense, non-cash charges and certain other gains and expenses.
c.Represents certain unallocated selling, general and administrative expenses required to reconcile segment Adjusted EBITDA to consolidated Adjusted EBITDA.
d.Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with business or asset acquisitions and dispositions.
e.Includes derivative fair value adjustments, foreign currency transaction (gains) losses, legal settlements, inventory step-up costs, restructuring and realignment expense, and executive retirement expense (benefit).
| Three Months Ended March 31, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Amounts in thousands) | Stormwater | Wastewater | Intersegment Eliminations | Total | ||||
| Net sales: | ||||||||
| Net sales from external customers | $ | 478,799 | $ | 136,962 | $ | — | $ | 615,761 |
| Intersegment net sales | 8,530 | 11,205 | (19,735) | — | ||||
| Net sales | 487,329 | 148,167 | (19,735) | 615,761 | ||||
| Significant segment expenses: | ||||||||
| Costs of goods sold | 329,009 | 80,013 | (19,513) | 389,509 | ||||
| Selling, general and administrative expenses | 62,585 | 16,530 | — | 79,115 | ||||
| Other segment items(a) | (34,371) | (7,488) | — | (41,859) | ||||
| Segment Adjusted EBITDA(b) | $ | 130,106 | $ | 59,112 | $ | (222) | ||
| Corporate and other costs(c) | 12,301 | |||||||
| Total consolidated Adjusted EBITDA | $ | 176,695 | ||||||
| Reconciliation of total consolidated Adjusted EBITDA to income from continuing operations before income taxes: | ||||||||
| Interest expense | 22,729 | |||||||
| Interest income | (5,007) | |||||||
| Depreciation and amortization | 49,610 | |||||||
| Stock-based compensation expense | 4,823 | |||||||
| Loss (gain) on disposal of assets and costs from exit and disposal activities | 3,426 | |||||||
| Transaction costs(d) | 672 | |||||||
| Other adjustments(e) | 1,222 | |||||||
| Income before income taxes | 99,220 | |||||||
| Income tax expense | 23,166 | |||||||
| Equity in net income of unconsolidated affiliates | (734) | |||||||
| Net income from continuing operations | $ | 76,788 |
a.Other segment items include depreciation, amortization recorded within cost of goods sold, stock-based compensation expense, inventory step-up costs, restructuring and realignment expense, and transaction costs.
b.The Company calculates Segment Adjusted EBITDA as net income from continuing operations before interest, income taxes, depreciation and amortization, stock-based compensation expense, non-cash charges and certain other gains and expenses.
c.Represents certain unallocated selling, general and administrative expenses required to reconcile segment Adjusted EBITDA to consolidated Adjusted EBITDA.
d.Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with business or asset acquisitions and dispositions.
e.Includes derivative fair value adjustments, foreign currency transaction (gains) losses, legal settlements, inventory step-up costs, restructuring and realignment expense, and executive retirement expense (benefit).
| Fiscal Year Ended March 31, 2026 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Amounts in thousands) | Stormwater | Wastewater | Intersegment Eliminations | Total | ||||
| Net sales: | ||||||||
| Net sales from external customers | $ | 2,397,414 | $ | 652,962 | $ | — | $ | 3,050,376 |
| Intersegment net sales | 36,466 | 61,580 | (98,046) | — | ||||
| Net sales | 2,433,880 | 714,542 | (98,046) | 3,050,376 | ||||
| Significant segment expenses: | ||||||||
| Costs of goods sold | 1,613,170 | 367,963 | (98,143) | 1,882,990 | ||||
| Selling, general and administrative expenses | 348,829 | 69,002 | — | 417,831 | ||||
| Other segment items(a) | (231,194) | (33,875) | — | (265,069) | ||||
| Segment Adjusted EBITDA(b) | $ | 703,075 | $ | 311,452 | $ | 97 | ||
| Corporate and other costs(c) | 51,718 | |||||||
| Total consolidated Adjusted EBITDA | $ | 962,906 | ||||||
| Reconciliation of total consolidated Adjusted EBITDA to income from continuing operations before income taxes: | ||||||||
| Interest expense | 93,869 | |||||||
| Interest income | (25,000) | |||||||
| Depreciation and amortization | 216,261 | |||||||
| Stock-based compensation expense | 32,354 | |||||||
| Loss (gain) on disposal of assets and costs from exit and disposal activities | 19,211 | |||||||
| Transaction costs(d) | 40,805 | |||||||
| Other adjustments(e) | 25,618 | |||||||
| Income before income taxes | 559,788 | |||||||
| Income tax expense | 134,988 | |||||||
| Equity in net income of unconsolidated affiliates | (5,063) | |||||||
| Net income from continuing operations | $ | 429,863 |
a.Other segment items include depreciation, amortization recorded within cost of goods sold, stock-based compensation expense, inventory step-up costs, restructuring and realignment expense, and transaction costs.
b.The Company calculates Segment Adjusted EBITDA as net income from continuing operations before interest, income taxes, depreciation and amortization, stock-based compensation expense, non-cash charges and certain other gains and expenses.
c.Represents certain unallocated selling, general and administrative expenses required to reconcile segment Adjusted EBITDA to consolidated Adjusted EBITDA.
d.Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with business or asset acquisitions and dispositions.
e.Includes derivative fair value adjustments, foreign currency transaction (gains) losses, legal settlements, inventory step-up costs, restructuring and realignment expense, and executive retirement expense (benefit).
| Fiscal Year Ended March 31, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Amounts in thousands) | Stormwater | Wastewater | Intersegment Eliminations | Total | ||||
| Net sales: | ||||||||
| Net sales from external customers | $ | 2,326,370 | $ | 577,875 | $ | — | $ | 2,904,245 |
| Intersegment net sales | 35,647 | 52,031 | (87,678) | — | ||||
| Net sales | 2,362,017 | 629,906 | (87,678) | 2,904,245 | ||||
| Significant segment expenses: | ||||||||
| Costs of goods sold | 1,582,828 | 314,465 | (87,289) | 1,810,004 | ||||
| Selling, general and administrative expenses | 282,877 | 55,186 | — | 338,063 | ||||
| Other segment items(a) | (143,608) | (31,757) | — | (175,365) | ||||
| Segment Adjusted EBITDA(b) | $ | 639,920 | $ | 292,012 | $ | (389) | ||
| Corporate and other costs(c) | 42,315 | |||||||
| Total consolidated Adjusted EBITDA | $ | 889,228 | ||||||
| Reconciliation of total consolidated Adjusted EBITDA to income from continuing operations before income taxes: | ||||||||
| Interest expense | 91,803 | |||||||
| Interest income | (23,485) | |||||||
| Depreciation and amortization | 183,281 | |||||||
| Stock-based compensation expense | 26,581 | |||||||
| Loss (gain) on disposal of assets and costs from exit and disposal activities | 3,858 | |||||||
| Transaction costs(d) | 9,291 | |||||||
| Other adjustments(e) | 8,434 | |||||||
| Income before income taxes | 589,465 | |||||||
| Income tax expense | 141,063 | |||||||
| Equity in net income of unconsolidated affiliates | (4,171) | |||||||
| Net income from continuing operations | $ | 452,573 |
a.Other segment items include depreciation, amortization recorded within cost of goods sold, stock-based compensation expense, inventory step-up costs, restructuring and realignment expense, and transaction costs.
b.The Company calculates Segment Adjusted EBITDA as net income from continuing operations before interest, income taxes, depreciation and amortization, stock-based compensation expense, non-cash charges and certain other gains and expenses.
c.Represents certain unallocated selling, general and administrative expenses required to reconcile segment Adjusted EBITDA to consolidated Adjusted EBITDA.
d.Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with business or asset acquisitions and dispositions.
e.Includes derivative fair value adjustments, foreign currency transaction (gains) losses, legal settlements, inventory step-up costs, restructuring and realignment expense, and executive retirement expense (benefit).
Reconciliation of Adjusted EBITDA to Net Income
| Three Months Ended March 31, | Fiscal Year Ended March 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| (Amounts in thousands) | 2026 | 2025 | 2026 | 2025 | ||||
| Net income from continuing operations | $ | 35,235 | $ | 76,788 | $ | 429,863 | $ | 452,573 |
| Depreciation and amortization | 59,818 | 49,610 | 216,261 | 183,281 | ||||
| Interest expense | 25,145 | 22,729 | 93,869 | 91,803 | ||||
| Income tax expense | 5,358 | 23,166 | 134,988 | 141,063 | ||||
| EBITDA | 125,556 | 172,293 | 874,981 | 868,720 | ||||
| Restructuring and realignment expense(a) | 30,627 | — | 48,299 | — | ||||
| (Gain) loss on disposal of assets | (590) | 3,426 | (17,039) | 3,858 | ||||
| Stock-based compensation expense | 6,538 | 4,823 | 32,354 | 26,581 | ||||
| Transaction costs | 23,509 | 672 | 40,805 | 9,291 | ||||
| Inventory step up related to acquisition of NDS | 12,277 | — | 12,277 | — | ||||
| Interest income | (3,805) | (5,007) | (25,000) | (23,485) | ||||
| Other adjustments (b) | (6,122) | 488 | (3,771) | 4,263 | ||||
| Adjusted EBITDA | $ | 187,990 | $ | 176,695 | $ | 962,906 | $ | 889,228 |
a.Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with business or asset acquisitions and dispositions.
b.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 (benefit).
Reconciliation of Free Cash Flow to Cash flow from Operating Activities
| Fiscal Year Ended March 31, | ||||
|---|---|---|---|---|
| (Amounts in thousands) | 2026 | 2025 | ||
| Net cash flow from operating activities | $ | 819,054 | $ | 581,491 |
| Capital expenditures | (249,766) | (212,944) | ||
| Free cash flow | $ | 569,288 | $ | 368,547 |
Organic Net Sales - The following table presents a reconciliation of Net Sales to Organic Net Sales for the Company:
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| (Amounts in thousands) | 2026 | 2025 | ||
| Net Sales | $ | 676,761 | $ | 615,761 |
| Less: Net Sales from NDS | (48,834) | — | ||
| Organic Net Sales | $ | 627,927 | $ | 615,761 |
Reconciliation of Diluted Earnings per Share from Continuing Operations to Adjusted Earnings per Share from Continuing Operations - The following table diluted presents earnings per share from continuing operations on an adjusted basis to supplement the Company's discussion of its results of operations herein:
| Three Months Ended March 31, | Fiscal Year Ended March 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||
| Diluted Earnings Per Share from Continuing Operations | $ | 0.43 | $ | 0.99 | $ | 5.45 | $ | 5.76 |
| Restructuring and realignment expense | 0.39 | — | 0.62 | — | ||||
| (Gain) loss on disposal of assets | (0.01) | 0.04 | (0.22) | 0.05 | ||||
| Inventory step up related to the acquisition of NDS | 0.16 | — | 0.16 | — | ||||
| Transaction costs | 0.30 | 0.01 | 0.52 | 0.12 | ||||
| Income tax impact of adjustments (a) | (0.20) | (0.01) | (0.26) | (0.04) | ||||
| Adjusted Earnings per Share from Continuing Operations | $ | 1.07 | $ | 1.03 | $ | 6.27 | $ | 5.89 |
a.The income tax impact of adjustments to each period is based on the statutory tax rate.
12
ex992-q4fy26_final
Q4 Fiscal 2026 Financial Results May 21, 2026
Management Presenters 2 Scott Barbour President and Chief Executive Officer Scott Cottrill Executive Vice President, Chief Financial Officer Craig Taylor President, Infiltrator Water Technologies Mike Higgins Vice President, Corporate Strategy & Investor Relations
Forward Looking Statements and Non-GAAP Financial Metrics 3 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 and international trade policies, and our ability to pass any increased costs of raw materials and tariffs on to our customers in a timely manner; 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, including our ability to successfully integrate NDS into our business; risks that the acquisition of NDS may involve unexpected costs, liabilities, risks that the cost savings and synergies from the acquisition of NDS may not be fully realized; 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, robotics and blockchain or other new approaches to data mining 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. Non-GAAP Financial Measures This presentation includes references to Adjusted EBITDA and Free Cash Flow, non-GAAP financial measures. These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP. These measures are not intended to be substitutes for those reported in accordance with GAAP. Adjusted EBITDA and Free Cash Flow may be different from non-GAAP financial measures used by other companies, even when similar terms are used to identify such measures. EBITDA and Adjusted EBITDA are non-GAAP financial measures that comprise net income before interest, income taxes, depreciation and amortization, stock-based compensation, non-cash charges and certain other expenses. The Company’s definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Adjusted EBITDA is a key metric used by management and the Company’s board of directors to assess financial performance and evaluate the effectiveness of the Company’s business strategies. Accordingly, management believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as the Company’s management and board of directors. In order to provide investors with a meaningful reconciliation, the Company has provided 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.
CEO Highlights 4 $479 $137 $535 $142 Stormwater Wastewater Q4 FY25 Q4 FY26 Sales +12% +4% • Stormwater sales driven by acquisition of NDS. Stormwater organic revenue +2%, with 12% organic growth in Allied products. • Agriculture +30%, includes buy ahead of Fiscal 2027 price increases. • Wastewater revenue driven by growth in tanks and residential advanced treatment. Q4 Fiscal 2026 Revenue Q4 Fiscal 2026 Profitability 28.7% 27.8% Q4 FY25 Q4 FY26 Adjusted EBITDA Margin (90) bps • Continued favorable volume and price/cost performance. • Favorable mix of Allied products and Infiltrator, higher margin products. • Transportation costs unfavorable. Note: Sales based on net sales to external customers. Business Updates • NDS acquisition closed February 2, 2026. • $49M contribution to revenue in Q4 FY26. • International businesses included in discontinued operations. • Significant inflation on material and transportation costs due to Iran conflict; price increases announced. • Refinanced Senior Notes and Term Loan, upgraded revolving credit facility. • Reporting segments updated to Stormwater and Wastewater following close of NDS acquisition. ADS Investor Day ADS Engineering and Technology Center June 18, 2026 Columbus, OH Differentiated Growth Story Pure Play Water Exposure Resilient Platform Disciplined Capital Deployment
Fiscal Year 2026 Results 5 FY 2026 ResultsFY 2026 GuidanceKey Metric $3,050$2,990 - $3,040Net Sales (in Millions) $963$930 - $960Adj. EBITDA (in Millions) 31.6%31.1% - 31.6%Adj. EBITDA Margin Revenue by End Market Non-Residential Construction Residential Construction Infrastructure Construction Agriculture Sales Results Non-Residential Construction Residential Construction Infrastructure Construction Agriculture 46% 37% 6% 5% % of Sales International International 6% +8% +7% (10%) 0% (3%) +5% Total
Fiscal 2027 Market Expectations 6 Commentary AssumptionEnd Market • Economic/geopolitical uncertainty weighing on market, though market is fairly stable overall • Large project activity still going well Flat to up low-single digitsNon-Residential • Interest rates and economic/geopolitical uncertainty weighing on market • Advanced Treatment market growing • Retail market (DIY) choppy Down mid- to high-single digitsResidential • Streets & Highway spending supported by IIJA Flat to up low-single digitsInfrastructure • Rising input costs • Agriculture economy is soft Down double-digitsAgriculture • Outlook stable in Canada and MexicoFlat to up low-single digitsInternational
Q4 FY25 Volume Price / Mix, Materials Mfg / Trans SG&A and Other Q4 FY26 Q4 Fiscal 2026 Financial Performance 7 27.8% 28.7% Q4 FY26 Q4 FY25 $677 $616 Q4 FY26 Q4 FY25 (90) bps (USD, in millions)+10% Domestic Markets +9%Construction + +6%Non-Residential+ +18%Residential+ (13%)Infrastructure− +30%Agriculture+ Revenue Performance By Business +12%Stormwater+ (2%)Pipe− +43%Allied Products+ +4%Wastewater+ $176.7 $35.5 $12.7 ($17.6) $188.0 Revenue Adj. EBITDA ($19.3) Note: Revenue performance is based on net sales to external customers.
Free Cash Flow and Capital Structure 8 ∆YTD FY 2025YTD FY 2026 $74$889$963Consolidated Adjusted EBITDA 88(37)51Working capital(2) 29(142)(113)Cash tax 1(89)(88)Cash interest paid 22325Cash interest received (32)(9)(41)Transaction costs(3) 76(54)22Other $238$581$819Consolidated cash flow from operations (38)(212)(250)Capital expenditures $200$369$569Consolidated Free Cash Flow Free Cash Flow(1) Note: all figures in USD, $mm. Figures may not add due to rounding. 1. Operating Cash Flow less capital expenditures 2. Inventory, Trade Receivables, Accounts Payable 3. Legal, accounting and other professional fees incurred in connection with business or asset acquisitions and dispositions March 31, 2025March 31, 2026(in millions) $ 413$ 600Term Loan Facility 8501,000Senior Notes --Revolving Credit Facility 170190 Financing leases & equipment financing $ 1,433$ 1,790Total debt 1.1x1.6xLeverage Debt & Capital Leases March 31, 2026(in millions) $ 223 Unrestricted Cash 740Availability under Revolving Credit Facility $ 963Total Liquidity Liquidity
Disciplined Approach to Capital Allocation 9 Organic Capital Expenditures Acquisitions Dividends Share Repurchases 1 2 3 4 Fiscal 2026 Fiscal 2025 $250M $991M $56M $99M $213M $237M $50M $70M $1,396M $570MTotal Capital Allocated 31.6% 30.6%Adjusted EBITDA Margin Subtotal: Capital reinvested in business $1,241M $450M Subtotal: Capital returned to shareholders $155M $120M
Fiscal Year 2027 Guidance 10 Y-o-Y ChangeFY 2027FY 2026Key Metric +10% to +16%$3,350 - $3,550$3,050Net Sales (in Millions) +4% to +9%$1,000 - $1,050$963Adj. EBITDA (in Millions) (170) to (200) bps29.6% - 29.9%31.6%Adj. EBITDA Margin Fiscal 2027 Expectations
Q&A
Appendix 12
FY25 Volume Price / Mix, Materials Mfg / Trans SG&A and Other FY26 Fiscal 2026 Financial Performance 13 31.6% 30.6% FY26 FY25 $3,050 $2,904 FY26 FY25 +100 bps (USD, in millions)+5% Domestic Markets +6%Construction + +8%Non-Residential+ +7%Residential+ (10%)Infrastructure− 0%Agriculture Revenue Performance By Business +3%Stormwater+ (2%)Pipe− +14%Allied Products+ +13%Wastewater+ $889.2 $79.4 $67.7 ($34.3) $962.9 Revenue Adj. EBITDA ($39.1) Note: Revenue performance is based on net sales from external customers.
Reconciliations 14 a.) Other segment items include depreciation, amortization recorded within cost of goods sold, stock-based compensation expense, inventory step-up costs, restructuring and realignment expense, and transaction costs. b.) The Company calculates Segment Adjusted EBITDA as net income from continuing operations before interest, income taxes, depreciation and amortization, stock-based compensation expense, non-cash charges and certain other gains and expenses. c.) Represents certain unallocated selling, general and administrative expenses required to reconcile segment adjusted EBITDA to consolidated adjusted EBITDA. d.) Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with business or asset acquisitions and dispositions. e.) Includes derivative fair value adjustments, foreign currency transaction (gains) losses, legal settlements, inventory step-up costs, restructuring and realignment expense, and executive retirement expense (benefit). (Amount in thousands) Net Sales: Stormwater Wastewater Intersegment Eliminations Total Net sales from external customers $ 534,749 $ 142,012 $ - $ 676,761 Intersegment net sales 8,870 13,534 (22,404) - Net Sales 543,619 155,546 (22,404) 676,761 Significant segment expenses: Cost of goods sold 377,356 85,806 (24,065) 439,097 Selling, general and administrative expenses 106,709 15,690 - 122,399 Other segment items (a ) (80,625) (7,323) - (87,948) Segment Adjusted EBITDA (b) $ 140,179 $ 61,373 $ 1,661 Corporate and other costs (c) 15,223 Total consolidated Adjusted EBITDA $ 187,990 Interest expense 25,145 Interest income (3,805) Depreciation and amortization 59,818 Stock-based compensation expense 6,538 Loss (gain) on disposal of assets and costs from exit and disposal activities 28,026 Transaction costs (d) 23,509 Other adjustments (e) 9,327 Income before income taxes 39,432 Income tax expense 5,358 Equity in net income of unconsolidated affiliates (1,161) Net income from continuing operations $ 35,235 Three Months Ended March 31, 2026 Reconciliation of total reportable segments' Adjusted EBITDA to income from continuing operations before income taxes:
Reconciliations 15 a.) Other segment items include depreciation, amortization recorded within cost of goods sold, stock-based compensation expense, inventory step-up costs, restructuring and realignment expense, and transaction costs. b.) The Company calculates Segment Adjusted EBITDA as net income from continuing operations before interest, income taxes, depreciation and amortization, stock-based compensation expense, non-cash charges and certain other gains and expenses. c.) Represents certain unallocated selling, general and administrative expenses required to reconcile segment adjusted EBITDA to consolidated adjusted EBITDA. d.) Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with business or asset acquisitions and dispositions. e.) Includes derivative fair value adjustments, foreign currency transaction (gains) losses, legal settlements, inventory step-up costs, restructuring and realignment expense, and executive retirement expense (benefit). (Amount in thousands) Net Sales: Stormwater Wastewater Intersegment Eliminations Total Net sales from external customers $ 478,799 $ 136,962 $ - $ 615,761 Intersegment net sales 8,530 11,205 (19,735) - Net Sales 487,329 148,167 (19,735) 615,761 Significant segment expenses: Cost of goods sold 329,009 80,013 (19,513) 389,509 Selling, general and administrative expenses 62,585 16,530 - 79,115 Other segment items (a) (34,371) (7,488) - (41,859) Segment Adjusted EBITDA (b) $ 130,106 $ 59,112 $ (222) Corporate and other costs (c) 12,301 Total consolidated Adjusted EBITDA $ 176,695 Interest expense 22,729 Interest income (5,007) Depreciation and amortization 49,610 Stock-based compensation expense 4,823 Loss (gain) on disposal of assets and costs from exit and disposal activities 3,426 Transaction costs (d) 672 Other adjustments (e) 1,222 Income before income taxes 99,220 Income tax expense 23,166 Equity in net income of unconsolidated affiliates (734) Net income from continuing operations $ 76,788 Three Months Ended March 31, 2025 Reconciliation of total reportable segments' Adjusted EBITDA to income from continuing operations before income taxes:
Reconciliations 16 a.) Other segment items include depreciation, amortization recorded within cost of goods sold, stock-based compensation expense, inventory step-up costs, restructuring and realignment expense, and transaction costs. b.) The Company calculates Segment Adjusted EBITDA as net income from continuing operations before interest, income taxes, depreciation and amortization, stock-based compensation expense, non-cash charges and certain other gains and expenses. c.) Represents certain unallocated selling, general and administrative expenses required to reconcile segment adjusted EBITDA to consolidated adjusted EBITDA. d.) Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with business or asset acquisitions and dispositions. e.) Includes derivative fair value adjustments, foreign currency transaction (gains) losses, legal settlements, inventory step-up costs, restructuring and realignment expense, and executive retirement expense (benefit). (Amount in thousands) Net Sales: Stormwater Wastewater Intersegment Eliminations Total Net sales from external customers $ 2,397,414 $ 652,962 $ - $ 3,050,376 Intersegment net sales 36,466 61,580 (98,046) - Net Sales 2,433,880 714,542 (98,046) 3,050,376 Significant segment expenses: Cost of goods sold 1,613,170 367,963 (98,143) 1,882,990 Selling, general and administrative expenses 348,829 69,002 - 417,831 Other segment items (a) (231,194) (33,875) - (265,069) Segment Adjusted EBITDA (b) $ 703,075 $ 311,452 $ 97 Corporate and other costs (c) 51,718 Total consolidated Adjusted EBITDA $ 962,906 Interest expense 93,869 Interest income (25,000) Depreciation and amortization 216,261 Stock-based compensation expense 32,354 Loss (gain) on disposal of assets and costs from exit and disposal activities 19,211 Transaction costs (d) 40,805 Other adjustments (e) 25,618 Income before income taxes 559,788 Income tax expense 134,988 Equity in net income of unconsolidated affiliates (5,063) Net income from continuing operations $ 429,863 Reconciliation of total reportable segments' Adjusted EBITDA to income from continuing operations before income taxes: Fiscal Year Ended March 31, 2026
Reconciliations 17 a.) Other segment items include depreciation, amortization recorded within cost of goods sold, stock-based compensation expense, inventory step-up costs, restructuring and realignment expense, and transaction costs. b.) The Company calculates Segment Adjusted EBITDA as net income from continuing operations before interest, income taxes, depreciation and amortization, stock-based compensation expense, non-cash charges and certain other gains and expenses. c.) Represents certain unallocated selling, general and administrative expenses required to reconcile segment adjusted EBITDA to consolidated adjusted EBITDA. d.) Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with business or asset acquisitions and dispositions. e.) Includes derivative fair value adjustments, foreign currency transaction (gains) losses, legal settlements, inventory step-up costs, restructuring and realignment expense, and executive retirement expense (benefit). (Amount in thousands) Net Sales: Stormwater Wastewater Intersegment Eliminations Total Net sales from external customers $ 2,326,370 $ 577,875 $ - $ 2,904,245 Intersegment net sales 35,647 52,031 (87,678) - Net Sales 2,362,017 629,906 (87,678) 2,904,245 Significant segment expenses: Cost of goods sold 1,582,828 314,465 (87,289) 1,810,004 Selling, general and administrative expenses 282,877 55,186 - 338,063 Other segment items (a) (143,608) (31,757) - (175,365) Segment Adjusted EBITDA (b) $ 639,920 $ 292,012 $ (389) Corporate and other costs (c) 42,315 Total consolidated Adjusted EBITDA $ 889,228 Interest expense 91,803 Interest income (23,485) Depreciation and amortization 183,281 Stock-based compensation expense 26,581 Loss (gain) on disposal of assets and costs from exit and disposal activities 3,858 Transaction costs (d) 9,291 Other adjustments (e) 8,434 Income before income taxes 589,465 Income tax expense 141,063 Equity in net income of unconsolidated affiliates (4,171) Net income from continuing operations $ 452,573 Fiscal Year Ended March 31, 2025 Reconciliation of total reportable segments' Adjusted EBITDA to income from continuing operations before income taxes:
18 Reconciliations a.) Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with business or asset acquisitions and dispositions. b.) Includes derivative fair value adjustments, foreign currency transaction (gains) losses, legal settlements, 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 (benefit). (Amounts in thousands) 2026 2025 2026 2025 Net income from continuing operations $ 35,235 $ 76,788 $ 429,863 $ 452,573 Depreciation and amortization 59,818 49,610 216,261 183,281 Interest expense 25,145 22,729 93,869 91,803 Income tax expense 5,358 23,166 134,988 141,063 EBITDA 125,556 172,293 874,981 868,720 Restructuring and realignment expense (a) 30,627 - 48,299 - (Gain) loss on disposal of assets (590) 3,426 (17,039) 3,858 Stock-based compensation expense 6,538 4,823 32,354 26,581 Transaction costs 23,509 672 40,805 9,291 Inventory step up related to acquisition of NDS 12,277 - 12,277 - Interest income (3,805) (5,007) (25,000) (23,485) Other adjustments (b) (6,122) 488 (3,771) 4,263 Adjusted EBITDA $ 187,990 $ 176,695 $ 962,906 $ 889,228 Three Months Ended March 31, Fiscal Year Ended March 31,
Document
Exhibit 99.3
ADVANCED DRAINAGE SYSTEMS ANNOUNCES INCREASE IN QUARTERLY CASH DIVIDEND
HILLIARD, Ohio – (May 21, 2026) – 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 total annual cash dividend to its shareholders in the amount of $0.80 per share, an 11% increase over the prior year dividend amount.
Scott Barbour, President and Chief Executive Officer of Advanced Drainage Systems commented, "The 11% increase in the cash dividend is predicated on the strength of our balance sheet, formidable cash generation, and ongoing commitment to returning capital to shareholders. In Fiscal 2026, we returned $155.4 million to shareholders through dividends and share repurchases. 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 invest in safety, capacity and productivity."
The quarterly cash dividend amount of $0.20 per share will be paid on June 15, 2026, to shareholders of record at the close of business on June 1, 2026.
About the Company
Advanced Drainage Systems is a leading manufacturer of innovative stormwater and onsite wastewater solutions that manage the world’s most precious resource: water. ADS, along with NDS and Infiltrator Water Technologies, provides superior stormwater drainage and onsite wastewater products used across commercial, residential, infrastructure, and agricultural applications, while delivering unparalleled customer service. ADS operates the industry’s largest company-owned fleet, an expansive sales team and a vast manufacturing network. As one of the largest plastic recycling companies in North America, ADS keeps millions of pounds of plastic out of landfills each 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 and international trade policies, and our ability to pass any increased costs of raw materials and tariffs on to our customers in a timely manner; 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, including our ability to successfully integrate NDS into our business; risks that the acquisition of NDS may involve unexpected costs, liabilities, risks that the cost savings and synergies from the acquisition of NDS may not be fully realized; 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, robotics and blockchain or other new approaches to data mining 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.
Exhibit 99.3
For more information, please contact:
Michael Higgins
VP, Corporate Strategy & Investor Relations
(614) 658-0050
Michael.Higgins@adspipe.com