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ADVANCED DRAINAGE SYSTEMS, INC. - Quarter Report: 2023 September (Form 10-Q)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-36557
ADVANCED DRAINAGE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware51-0105665
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
4640 Trueman Boulevard, Hilliard, Ohio 43026
(Address of Principal Executive Offices, Including Zip Code)
(614) 658-0050
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareWMSNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated FilerAccelerated Filer
Non-Accelerated FilerSmaller Reporting Company
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
As of October 25, 2023, the registrant had 77,907,836 shares of common stock outstanding, which excludes 210,182 shares of unvested restricted common stock. The shares of common stock trade on the New York Stock Exchange under the ticker symbol “WMS.”


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PART I. FINANCIAL INFORMATION

ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (In thousands, except par value)
 September 30, 2023 March 31, 2023
ASSETS   
Current assets:   
Cash$470,409 $217,128 
Receivables (less allowance for doubtful accounts of $6,678 and $8,227, respectively)
352,562306,945
Inventories385,090463,994
Other current assets23,85529,422
Total current assets1,231,9161,017,489
Property, plant and equipment, net773,993733,059
Other assets:
Goodwill620,165620,193
Intangible assets, net382,050407,627
Other assets129,850122,757
Total assets$3,137,974 $2,901,125 
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of debt obligations$12,950 $14,693 
Current maturities of finance lease obligations11,6988,541
Accounts payable223,536210,111
Other accrued liabilities158,784142,400
Accrued income taxes20,8993,057
Total current liabilities427,867378,802
Long-term debt obligations (less unamortized debt issuance costs of $10,782 and $11,804, respectively)
1,264,1971,269,391
Long-term finance lease obligations31,72932,272
Deferred tax liabilities159,060159,056
Other liabilities72,94266,744
Total liabilities1,955,7951,906,265
Commitments and contingencies (see Note 9)
Mezzanine equity:
Redeemable common stock: $0.01 par value; 8,206 and 9,429 shares outstanding, respectively
133,349153,220
Total mezzanine equity133,349153,220
Stockholders’ equity:
Common stock; $0.01 par value: 1,000,000 shares authorized; 80,635 and 79,057
 shares issued, respectively; 70,018 and 69,518 shares outstanding, respectively
11,66311,647
Paid-in capital1,173,5741,134,864
Common stock in treasury, at cost(1,039,717)(920,999)
Accumulated other comprehensive loss(29,658)(27,580)
Retained earnings913,551626,215
Total ADS stockholders’ equity1,029,413824,147
Noncontrolling interest in subsidiaries19,41717,493
Total stockholders’ equity1,048,830841,640
Total liabilities, mezzanine equity and stockholders’ equity$3,137,974 $2,901,125 
See accompanying Notes to Condensed Consolidated Financial Statements.
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ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (In thousands, except per share data)
 Three Months Ended September 30,Six Months Ended September 30,
 2023 202220232022
Net sales$780,220 $884,209 $1,558,266 $1,798,395 
Cost of goods sold477,543 564,246 924,129 1,126,325 
Gross profit302,677 319,963 634,137 672,070 
Operating expenses:
Selling, general and administrative91,725 88,639 178,236 175,159 
Loss (gain) on disposal of assets and costs from exit and disposal activities
123 (102)(13,181)201 
Intangible amortization12,792 13,841 25,594 27,518 
Income from operations198,037 217,585 443,488 469,192 
Other expense:
Interest expense21,941 18,261 43,653 29,333 
Derivative (gain) loss and other (income) expense, net(7,506)395 (11,055)(1,507)
Income before income taxes183,602 198,929 410,890 441,366 
Income tax expense47,476 47,508 102,534 102,573 
Equity in net income of unconsolidated affiliates(901)(1,956)(2,576)(3,066)
Net income137,027 153,377 310,932 341,859 
Less: net income attributable to noncontrolling interest1,225 1,370 1,478 2,706 
Net income attributable to ADS$135,802 $152,007 $309,454 $339,153 
Weighted average common shares outstanding:
Basic78,606 83,466 78,756 83,306 
Diluted79,307 84,498 79,475 84,485 
Net income per share:
Basic$1.73 $1.82 $3.93 $4.07 
Diluted$1.71 $1.80 $3.89 $4.01 
See accompanying Notes to Condensed Consolidated Financial Statements.

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ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited) (In thousands)
 Three Months Ended September 30,Six Months Ended September 30,
 2023202220232022
Net income$137,027 $153,377 $310,932 $341,859 
Currency translation loss(4,864)(5,763)(1,632)(9,661)
Comprehensive income132,163 147,614 309,300 332,198 
Less: other comprehensive (income) loss attributable to noncontrolling interest
(605)(277)446 (272)
Less: net income attributable to noncontrolling interest1,225 1,370 1,478 2,706 
Total comprehensive income attributable to ADS$131,543 $146,521 $307,376 $329,764 
See accompanying Notes to Condensed Consolidated Financial Statements.
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ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (In thousands)
 Six Months Ended
September 30,
 2023 2022
Cash Flows from Operating Activities   
Net income$310,932 $341,859 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization73,96171,500
Deferred income taxes519(3,117)
(Gain) loss on disposal of assets and costs from exit and disposal activities(13,181)201
Stock-based compensation16,23413,733
Amortization of deferred financing charges1,022398
Fair market value adjustments to derivatives(1,889)2,183
Equity in net income of unconsolidated affiliates(2,576)(3,066)
Other operating activities756(713)
Changes in working capital:
Receivables(43,530)(43,680)
Inventories79,21515,799
Prepaid expenses and other current assets(2,228)(7,776)
Accounts payable, accrued expenses, and other liabilities39,62949,703
Net cash provided by operating activities458,864437,024
Cash Flows from Investing Activities
Capital expenditures(82,625)(75,545)
Proceeds from disposition of assets19,979— 
Acquisition, net of cash acquired(48,010)
Other investing activities44646
Net cash used in investing activities(62,200)(123,509)
Cash Flows from Financing Activities
Payments on syndicated Term Loan Facility(3,500)(3,500)
Proceeds from Revolving Credit Agreement26,200
Payments on Revolving Credit Agreement(140,500)
Proceeds from Amended Revolving Credit Agreement97,000
Payments on Amended Revolving Credit Agreement(97,000)
Proceeds from Senior Notes due 2030500,000
Debt issuance costs(11,575)
Payments on Equipment Financing(4,458)(7,104)
Payments on finance lease obligations(5,452)(3,153)
Repurchase of common stock(101,564)(192,602)
Cash dividends paid(22,224)(20,367)
Dividends paid to noncontrolling interest holder(1,727)
Proceeds from exercise of stock options2,6234,660
Payment of withholding taxes on vesting of restricted stock units(8,811)(25,512)
Net cash (used in) provided by financing activities(143,386)124,820
Effect of exchange rate changes on cash3(1,103)
Net change in cash253,281437,232
Cash at beginning of period217,12820,125
Cash at end of period$470,409 $457,357 
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for income taxes$78,300 $101,470 
Cash paid for interest33,46418,276
Non-cash operating, investing and financing activities:
Repurchase of common stock pending settlement7,5002,561
Share repurchase excise tax accrual843
Acquisition of property, plant and equipment under finance lease and incurred lease obligations9,8276,681
Balance in accounts payable for the acquisition of property, plant and equipment25,19915,631
c
See accompanying Notes to Condensed Consolidated Financial Statements.
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ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND MEZZANINE EQUITY
(Unaudited) (In thousands)
Common
Stock
Paid
-In
Capital
Common
Stock in
Treasury
Accumulated
Other Compre-hensive
Loss
Retained Earnings
Total ADS
Stockholders’ Equity
Non-
controlling
Interest in
 Subsidiaries
Total
Stock-
holders’
Equity
 
Redeemable Common Stock
Redeemable Convertible
Preferred Stock
Total
Mezzanine
Equity
SharesAmountSharesAmount  Shares Amount Shares Amount
Balance at July 1, 202276,607$11,623 $1,079,701 4,221$(408,861)$(28,289)$335,822 $989,996 $17,963 $1,007,959 11,619$188,828 $— $188,828 
Net income152,007152,0071,370153,377
Other comprehensive loss(5,486)(5,486)(277)(5,763)
Common stock dividends ($0.12 per share)
(10,039)(10,039)(10,039)
Share repurchases1,093(127,802)(127,802)(127,802)
Dividends paid to noncontrolling interest holder— (1,727)(1,727)
KSOP redeemable common stock conversion1,7791828,88228,90028,900(1,779)(28,900)(28,900)
Exercise of common stock options11613,4103,4113,411
Restricted stock awards17(34)(34)(34)
Stock-based compensation expense
7,4607,4607,460
Balance at September 30, 202278,519$11,642 $1,119,453 $5,314 $(536,697)$(33,775)$477,790 $1,038,413 $17,329 $1,055,742 9,840 $159,928 $159,928 
Balance at April 1, 202275,529 $11,612 $1,065,628 3,220 $(318,691)$(24,386)$158,876 $893,039 $16,622 $909,661 — $— 15,630 $195,384 $195,384 
Net income— — — — — — 339,153 339,153 2,706 341,859 — — — — — 
Other comprehensive loss— — — — — (9,389)— (9,389)(272)(9,661)— — — — — 
Common stock dividends ($0.24 per share)
— — — — — — (20,239)(20,239)— (20,239)— — — — — 
Dividends paid to noncontrolling interest holder— — — — — — — — (1,727)(1,727)— — — — — 
Share repurchases— — — 1,865 (195,163)— — (195,163)— (195,163)— — — — — 
ESOP share conversion— — — — — — — — — — 12,022 195,384 (15,630)(195,384)— 
KSOP redeemable common stock conversion2,182 22 35,434 — — — — 35,456 — 35,456 (2,182)(35,456)— — (35,456)
Exercise of common stock options183 4,658 — — — — 4,660 — 4,660 — — — — — 
Restricted stock awards98 — 24 (2,492)— — (2,491)— (2,491)— — — — — 
Performance-based restricted stock units527 — 205 (20,351)— — (20,346)— (20,346)— — — — — 
Stock-based compensation expense— — 13,733 — — — — 13,733 — 13,733 — — — — — 
Balance at September 30, 202278,519 $11,642 $1,119,453 5,314 $(536,697)$(33,775)$477,790 $1,038,413 $17,329 $1,055,742 9,840 $159,928 — — $159,928 

See accompanying Notes to Condensed Consolidated Financial Statements.
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ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND MEZZANINE EQUITY
(Unaudited) (In thousands)
Common
Stock
Paid
-In
Capital
Common
Stock in
Treasury
Accumulated
Other Compre-hensive
Loss
Retained Earnings
Total ADS
Stockholders’ Equity
Non-
controlling
Interest in
 Subsidiaries
Total
Stock-
holders’
Equity
 
Redeemable Common Stock
Total
Mezzanine
Equity
SharesAmountSharesAmount  Shares Amount
Balance at July 1, 202379,651$11,654 $1,147,449 10,110$(977,812)$(25,399)$788,780 $944,672 $18,797 $963,469 9,132$148,397 $148,397 
Net income135,802135,8021,225137,027
Other comprehensive loss(4,259)(4,259)(605)(4,864)
Common stock dividends ($0.14 per share)
(11,031)(11,031)(11,031)
Share repurchases507(61,836)(61,836)(61,836)
KSOP redeemable common stock conversion926915,03915,04815,048(926)(15,048)(15,048)
Exercise of common stock options351,7561,7561,756
Restricted stock awards23(69)(69)(69)
Stock-based compensation expense
9,3319,3319,331
Other— (1)— — — — (1)— (1)— — $— 
Balance at September 30, 202380,635$11,663 $1,173,574 10,617 $(1,039,717)$(29,658)$913,551 $1,029,413 $19,417 $1,048,830 8,206 $133,349 $133,349 
Balance at April 1, 202379,057 $11,647 $1,134,864 9,539 $(920,999)$(27,580)$626,215 $824,147 $17,493 $841,640 9,429 $153,220 $153,220 
Net income— — — — — — 309,454 309,454 1,478 310,932 — — — 
Other comprehensive income— — — — — (2,078)— (2,078)446 (1,632)— — — 
Common stock dividends ($0.28 per share)
— — — — — — (22,118)(22,118)— (22,118)— — — 
Share repurchases— — — 981 (109,907)— — (109,907)— (109,907)— — — 
KSOP redeemable common stock conversion1,223 12 19,859 — — — — 19,871 — 19,871 (1,223)(19,871)(19,871)
Exercise of common stock options56 2,622 — — — — 2,623 — 2,623 — — — 
Restricted stock awards99 — 25 (2,415)— — (2,414)— (2,414)— — — 
Performance-based restricted stock units200 — 72 (6,396)— — (6,394)— (6,394)— — — 
Stock-based compensation expense— — 16,234 — — — — 16,234 — 16,234 — — — 
Other— — (5)— — — — (5)— (5)— — — 
Balance at September 30, 202380,635 $11,663 $1,173,574 10,617 $(1,039,717)$(29,658)$913,551 $1,029,413 $— $19,417 $1,048,830 — 8,206 $133,349 $133,349 
See accompanying Notes to Condensed Consolidated Financial Statements.
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ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1.BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business - Advanced Drainage Systems, Inc., incorporated in Delaware, and its subsidiaries (collectively referred to as “ADS” or the “Company”) designs, manufactures and markets innovative water management solutions in the stormwater and onsite septic wastewater industries, providing superior drainage solutions for use in the construction and agriculture marketplace. ADS’s products are used across a broad range of end markets and applications, including non-residential, infrastructure and agriculture applications.
The Company is managed and reports results of operations in three reportable segments: Pipe, Infiltrator Water Technologies Ultimate Holdings, Inc ("Infiltrator") and International. The Company also reports the results of its Allied Products and all other business segments as Allied Products and Other.
Historically, sales of the Company’s products have been higher in the first and second quarters of each fiscal year due to favorable weather and longer daylight conditions accelerating construction activity during these periods. Seasonal variations in operating results may also be impacted by inclement weather conditions, such as cold or wet weather, which can delay projects.
Basis of Presentation - The Company prepares its Condensed Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Condensed Consolidated Balance Sheet as of March 31, 2023 was derived from audited financial statements included in the Annual Report on Form 10-K for the year ended March 31, 2023 (“Fiscal 2023 Form 10-K”). The accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, of a normal recurring nature, necessary to present fairly its financial position as of September 30, 2023 and the results of operations for the three and six months ended September 30, 2023 and cash flows for the six months ended September 30, 2023. The interim Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements, including the notes thereto, filed in the Company’s Fiscal 2023 Form 10-K.
Principles of Consolidation - The Condensed Consolidated Financial Statements include the Company, its wholly-owned subsidiaries, its majority-owned subsidiaries and variable interest entities (“VIEs”) of which the Company is the primary beneficiary. The Company uses the equity method of accounting for equity investments where it exercises significant influence but does not hold a controlling financial interest. Such investments are recorded in Other assets in the Condensed Consolidated Balance Sheets and the related equity earnings from these investments are included in Equity in net income of unconsolidated affiliates in the Condensed Consolidated Statements of Operations. All intercompany balances and transactions have been eliminated in consolidation.
Recent Accounting Guidance - There have been no new accounting pronouncements issued or adopted since the filing of the Fiscal 2023 Form 10-K that have significance, or potential significance, to the Condensed Consolidated Financial Statements.
2.GAIN ON DISPOSAL OF ASSETS AND COSTS FROM EXIT AND DISPOSAL ACTIVITIES
On April 14, 2023, the Company completed its divestiture of substantially all of the assets of Spartan Concrete, Inc. to a third party purchaser for consideration of $20.0 million. The Company recognized a gain on the sale of $14.9 million in the Condensed Consolidated Statements of Operations. Prior to the divestiture, the Company recorded the results of operations in Allied & Other.
3.REVENUE RECOGNITION
Revenue Disaggregation - The Company disaggregates net sales by Domestic, International and Infiltrator and further disaggregates Domestic and International by product type, consistent with its reportable segment disclosure. This disaggregation level best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Refer to “Note 12. Business Segments Information” for the Company’s disaggregation of Net sales by reportable segment.
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Contract Balances - The Company recognizes a contract asset representing the Company’s right to recover products upon the receipt of returned products and a contract liability for the customer refund. The following table presents the balance of the Company’s contract asset and liability as of the periods presented:
(In thousands)September 30, 2023March 31, 2023
Contract asset - product returns$1,364 $933 
Refund liability4,650 2,664 
4.LEASES
Nature of the Company’s Leases - The Company has operating and finance leases for plants, yards, corporate offices, tractors, trailers and other equipment. The Company’s leases have remaining terms of less than one year to 14 years. A portion of the Company’s yard leases include an option to extend the leases for up to five years. The Company has included renewal options which are reasonably certain to be exercised in its right-of-use assets and lease liabilities.
5.INVENTORIES
Inventories as of the periods presented consisted of the following:
(In thousands)September 30, 2023March 31, 2023
Raw materials$98,267 $108,206 
Finished goods286,823355,788
Total inventories$385,090 $463,994 
6.NET INCOME PER SHARE AND STOCKHOLDERS' EQUITY
Net Income per Share - The following table presents information necessary to calculate net income per share for the periods presented, as well as potentially dilutive securities excluded from the weighted average number of diluted common shares outstanding because their inclusion would have been anti-dilutive:
 Three Months Ended September 30,Six Months Ended
September 30,
(In thousands, except per share data)2023202220232022
NET INCOME PER SHARE—BASIC:   
Net income available to common stockholders – Basic
$135,802 $152,007 $309,454 $339,153 
Weighted average number of common shares outstanding – Basic
78,606 83,466 78,756 83,306 
Net income per common share – Basic$1.73 $1.82 $3.93 $4.07 
NET INCOME PER SHARE—DILUTED:
Net income available to common stockholders – Diluted
$135,802 $152,007 $309,454 $339,153 
Weighted average number of common shares outstanding – Basic
78,606 83,466 78,756 83,306 
Assumed restricted stock62 139 54 142 
Assumed exercise of stock options618 717 600 740 
Assumed performance units21 176 65 297 
Weighted average number of common shares outstanding – Diluted
79,30784,49879,47584,485
Net income per common share – Diluted$1.71 $1.80 $3.89 $4.01 
Potentially dilutive securities excluded as anti-dilutive
23 18 62 36 
7.RELATED PARTY TRANSACTIONS
ADS Mexicana - ADS conducts business in Mexico and Central America through its joint venture, ADS Mexicana, S.A. de C.V. (“ADS Mexicana”). ADS owns 51% of the outstanding stock of ADS Mexicana and consolidates ADS Mexicana for financial reporting purposes.
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On June 6, 2022, the Company and ADS Mexicana amended the Intercompany Revolving Credit Promissory Note (the “Intercompany Note”) with a borrowing capacity of $9.5 million. The Intercompany Note matures on June 8, 2027. The Intercompany Note indemnifies the ADS Mexicana joint venture partner for 49% of any unpaid borrowings. The interest rates under the Intercompany Note are determined by certain base rates or Secured Overnight Financing Rate (“SOFR”) plus an applicable margin based on the Leverage Ratio. As of both September 30, 2023 and March 31, 2023, there were no borrowings outstanding under the Intercompany Note.
South American Joint Venture - The Tuberias Tigre - ADS Limitada joint venture (the “South American Joint Venture”) manufactures and sells HDPE corrugated pipe in certain South American markets. ADS owns 50% of the South American Joint Venture. ADS is the guarantor of 50% of the South American Joint Venture’s credit arrangement, and the debt guarantee is shared equally with the joint venture partner. The Company’s maximum potential obligation under this guarantee is $11.0 million as of September 30, 2023. The maximum borrowings permitted under the South American Joint Venture’s credit facility are $22.0 million. The Company does not anticipate any required contributions related to the balance of this credit arrangement. As of September 30, 2023 and March 31, 2023, the outstanding principal balances of the South American Joint Venture’s credit facility including letters of credit were $1.4 million and $5.5 million, respectively. As of September 30, 2023, there were no U.S. dollar denominated loans. The weighted average interest rate as of September 30, 2023 was 10.9% on Chilean peso denominated loans.
8.DEBT
Long-term debt as of the periods presented consisted of the following:
(In thousands)September 30, 2023 March 31, 2023
Term Loan Facility$423,750 $427,250 
Senior Notes due 2027350,000350,000 
Senior Notes due 2030500,000500,000 
Revolving Credit Facility— 
Equipment Financing14,17918,638 
Total1,287,9291,295,888
Less: Unamortized debt issuance costs10,78211,804
Less: Current maturities12,95014,693
Long-term debt obligations$1,264,197 $1,269,391 
Senior Secured Credit Facilities – In May 2022, the Company entered into a Second Amendment (the "Second Amendment") to the Company's Base Credit Agreement with Barclays Bank PLC, as administrative agent under the Term Loan Facility, PNC Bank, National Association, as new administrative agent under the Revolving Credit Facility. Among other things, the Second Amendment (i) amended the Base Credit Agreement by increasing the Revolving Credit Facility (the "Amended Revolving Credit Facility") from $350 million to $600 million (including an increase of the sub-limit for the swing-line sub-facility from $50 million to $60 million), (ii) extended the maturity date of the Revolving Credit Facility to May 26, 2027, (iii) revised the “applicable margin” to provide an additional step-down to 175 basis points (for Term Benchmark based loans) and 75 basis points (for base rate loans) in the event the consolidated senior secured net leverage ratio is less than 2.00 to 1.00, and (iv) reset the “incremental amount” and the investment basket in non-guarantors and joint ventures. The Second Amendment also revised the reference interest rate from LIBOR to SOFR for both the Amended Revolving Credit Facility and the Term Loan Facility. Letters of credit outstanding at September 30, 2023 and March 31, 2023 amounted to $11.2 million and $9.7 million, respectively, and reduced the availability of the Revolving Credit Facility.
Senior Notes due 2027 – On September 23, 2019, the Company issued $350.0 million aggregate principal amount of 5.0% Senior Notes due 2027 (the “2027 Notes”) pursuant to an Indenture, dated September 23, 2019 (the “2027 Indenture”), among the Company, the guarantors party thereto (the “Guarantors”) and U.S. Bank National Association, as Trustee (the “Trustee”).
Senior Notes due 2030 – On June 9, 2022, the Company issued $500.0 million aggregate principal amount of 6.375% Senior Notes due 2030 (the “2030 Notes”) pursuant to an Indenture, dated June 9, 2022 (the "2030 Indenture"), among the Company, the Guarantors and the Trustee.
Equipment Financing – The assets under the Equipment Financing acquired are titled to the Company and included in Property, plant and equipment, net on the Company's Condensed Consolidated Balance Sheet. The
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equipment financing has an initial term of between 12 and 84 months, based on the life of the equipment, and bears a weighted average interest of 1.6% as of September 30, 2023. The current portion of the equipment financing is $6.0 million, and the long-term portion is $8.2 million at September 30, 2023.
Valuation of Debt - The carrying amounts of current financial assets and liabilities approximate fair value because of the immediate or short-term maturity of these items. The following table presents the carrying and fair value of the Company’s 2027 Notes, 2030 Notes and Equipment Financing for the periods presented:
 September 30, 2023 March 31, 2023
(In thousands)Fair ValueCarrying ValueFair Value Carrying Value
Senior Notes due 2027$328,395 $350,000 $333,970 $350,000 
Senior Notes due 2030480,010 500,000 496,605 500,000 
Equipment Financing13,599 14,179 17,921 18,638 
Total fair value$822,004 $864,179 $848,496 $868,638 
The fair values of the 2027 Notes and 2030 Notes were determined based on quoted market data for the Company’s 2027 Notes and 2030 Notes, respectively. The fair value of the Equipment Financing was determined based on a comparison of the interest rate and terms of such borrowings to the rates and terms of similar debt available for the period. The categorization of the framework used to evaluate the 2027 Notes, 2030 Notes and Equipment Financing are considered Level 2. The Company believes the carrying amount of the remaining long-term debt, including the Term Loan Facility and Revolving Credit Facility, is not materially different from its fair value as the interest rates and terms of the borrowings are similar to currently available borrowings.
9.COMMITMENTS AND CONTINGENCIES
Purchase Commitments - The Company has historically secured supplies of resin raw material by agreeing to purchase quantities during a future given period at a fixed price. These purchase contracts typically ranged from 1 to 12 months and occur in the ordinary course of business. The Company does not have any outstanding purchase commitments with fixed price and quantity as of September 30, 2023. The Company also enters into equipment purchase contracts with manufacturers.
Litigation and Other Proceedings – The Company is involved from time to time in various legal proceedings that arise in the ordinary course of business, including but not limited to commercial disputes, environmental matters, employee related claims, intellectual property disputes and litigation in connection with transactions including acquisitions and divestitures. The Company does not believe that such litigation, claims, and administrative proceedings will have a material adverse impact on the Company’s financial position or results of operations. The Company records a liability when a loss is considered probable, and the amount can be reasonably estimated.
10.INCOME TAXES
The Company’s effective tax rate will vary based on a variety of factors, including overall profitability, the geographical mix of income before taxes and related tax rates in jurisdictions where it operates and other one-time charges, as well as the occurrence of discrete events. For the three months ended September 30, 2023 and 2022, the Company utilized an effective tax rate of 25.9% and 23.9%, respectively, to calculate its provision for income taxes. For the six months ended September 30, 2023 and 2022, the Company utilized an effective tax rate of 25.0% and 23.2%, respectively, to calculate its provision for income taxes. State and local income taxes increased the effective rate for the three and six months ended September 30, 2023 and 2022. Additionally, discrete income tax benefit related to the stock-based compensation windfall decreased the effective tax rate for the three and six months ended September 30, 2022.
11. STOCK-BASED COMPENSATION
ADS has several programs for stock-based payments to employees and non-employee members of its Board of Directors, including stock options, performance-based restricted stock units and restricted stock. The Company
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recognized stock-based compensation expense in the following line items of the Condensed Consolidated Statements of Operations for the periods presented:
Three Months Ended September 30,Six Months Ended
September 30,
(In thousands)2023202220232022
Component of income before income taxes:
Cost of goods sold$1,344 $758 $2,157 $1,432 
Selling, general and administrative expenses7,9876,70214,07712,301
Total stock-based compensation expense$9,331 $7,460 $16,234 $13,733 
The following table summarizes stock-based compensation expense by award type for the periods presented:
 Three Months Ended September 30,Six Months Ended
September 30,
(In thousands)2023202220232022
Stock-based compensation expense:  
Stock Options$1,307 $1,002 $2,741 $2,281 
Restricted Stock2,0541,9654,081 3,726 
Performance-based Restricted Stock Units5,0354,0527,919 6,792 
Employee Stock Purchase Plan381381 — 
Non-Employee Directors5544411,112 934 
Total stock-based compensation expense$9,331 $7,460 $16,234 $13,733 
2017 Omnibus Incentive Plan - The 2017 Incentive Plan provides for the issuance of a maximum of 5.0 million shares of the Company’s common stock for awards made thereunder, which awards may consist of stock options, restricted stock, restricted stock units, stock appreciation rights, phantom stock, cash-based awards, performance awards (which may take the form of performance cash, performance units or performance shares) or other stock-based awards.
Restricted Stock – During the three and six months ended September 30, 2023, the Company granted less than 0.1 million and 0.1 million shares, respectively, of restricted stock with a grant date fair value of $2.2 million and $13.2 million, respectively.
Performance-based Restricted Stock Units (“Performance Units”) – During the six months ended September 30, 2023, the Company granted 0.1 million performance share units at a grant date fair value of $8.7 million.
Options – During the six months ended September 30, 2023, the Company granted 0.2 million nonqualified stock options under the 2017 Incentive Plan with a grant date fair value of $7.5 million. The Company estimates the fair value of stock options using a Black-Scholes option-pricing model. The following table summarizes the assumptions used to estimate the fair value of stock-options during the period presented:
 Six Months Ended September 30, 2023
Common stock price$96.51
Expected stock price volatility45.6%
Risk-free interest rate3.8%
Weighted-average expected option life (years)6
Dividend yield0.58%

Employee Stock Purchase Plan (“ESPP”) - In July 2022, the Company’s shareholders approved the Advanced Drainage Systems, Inc. Employee Stock Purchase Plan, which provides for a maximum of 0.4 million shares of the Company’s common stock. Eligible employees may purchase the Company's common stock at 85% of the lower of the fair market value of the Company's common stock on the first day or the last day of the offering period. The first offering period commenced July 1, 2023 and will end December 31, 2023.

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12.BUSINESS SEGMENTS INFORMATION
The Company operates its business in three distinct reportable segments: “Pipe”, “International” and “Infiltrator.” “Allied Products & Other” represents the Company’s Allied Products and all other business segments. The Chief Operating Decision Maker (the “CODM”) evaluates segment reporting based on Net Sales and Segment Adjusted Gross Profit. The Company calculated Segment Adjusted Gross Profit as Net sales less Costs of goods sold, depreciation and amortization, stock-based compensation and non-cash charges. A measure of assets is not applicable, as segment assets are not regularly reviewed by the CODM for evaluating performance or allocating resources.
The following table sets forth reportable segment information with respect to the amount of Net sales contributed by each class of similar products for the periods presented:
 Three Months Ended
 September 30, 2023September 30, 2022
(In thousands)Net Sales  Intersegment Net Sales  Net Sales from External Customers Net Sales  Intersegment Net Sales  Net Sales from External Customers
Pipe$430,389 $(9,563)$420,826 $500,978 $(10,770)$490,208 
Infiltrator133,731 (17,553)116,178 150,735 (22,450)128,285 
International
International - Pipe52,405 (1,020)51,385 56,461 (7,339)49,122 
International - Allied Products & Other17,027 (26)17,001 17,002 — 17,002 
Total International69,432 (1,046)68,386 73,463 (7,339)66,124 
Allied Products & Other183,304 (8,474)174,830 202,200 (2,608)199,592 
Intersegment Eliminations(36,636)36,636 — (43,167)43,167 — 
Total Consolidated$780,220 $ $780,220 $884,209 $ $884,209 
Six Months Ended
September 30, 2023September 30, 2022
(In thousands)Net SalesIntersegment Net SalesNet Sales from External CustomersNet SalesIntersegment Net SalesNet Sales from External Customers
Pipe$858,961 $(17,707)$841,254 $1,025,835 $(20,644)$1,005,191 
Infiltrator275,217 (36,131)239,086 317,025 (51,356)265,669 
International
International - Pipe89,583 (1,548)88,035 109,880 (13,198)96,682 
International - Allied Products & Other32,625 (26)32,599 35,097 — 35,097 
Total International122,208 (1,574)120,634 144,977 (13,198)131,779 
Allied Products & Other366,749 (9,457)357,292 401,109 (5,353)395,756 
Intersegment Eliminations(64,869)64,869 — (90,551)90,551 — 
Total Consolidated$1,558,266 $ $1,558,266 $1,798,395 $ $1,798,395 
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The following sets forth certain financial information attributable to the reportable segments for the periods presented:
 Three Months Ended September 30,Six Months Ended
September 30,
(In thousands) 2023202220232022
Segment Adjusted Gross Profit  
Pipe$125,856 $146,153 $286,505 $314,732 
Infiltrator73,663 71,278 147,927 147,072 
International21,339 17,630 37,368 38,114 
Allied Products & Other106,239 106,030 212,424 215,071 
Intersegment Eliminations(454)430 (2,509)(385)
Total$326,643 $341,521 $681,715 $714,604 
Depreciation and Amortization
Pipe$13,663 $13,135 $28,391 $26,000 
Infiltrator5,534 5,027 10,892 9,894 
International1,236 1,283 2,474 2,654 
Allied Products & Other(a)
16,288 16,477 32,204 32,952 
Total$36,721 $35,922 $73,961 $71,500 
Capital Expenditures
Pipe$23,809 $27,023 $53,413 $47,297 
Infiltrator6,042 8,514 11,496 21,046 
International1,786 1,114 2,935 2,027 
Allied Products & Other(a)
8,910 2,705 14,781 5,175 
Total$40,547 $39,356 $82,625 $75,545 
(a)Includes depreciation, amortization and capital expenditures not allocated to a reportable segment. The amortization expense of Infiltrator intangible assets is included in Allied Products & Other.
 Three Months Ended September 30,Six Months Ended
September 30,
(In thousands)2023202220232022
Reconciliation of Segment Adjusted Gross Profit:
Total Gross Profit$302,677 $319,963 $634,137 $672,070 
Depreciation and Amortization22,62220,80045,42141,102
Stock-based compensation expense1,3447582,1571,432
Total Segment Adjusted Gross Profit$326,643 $341,521 $681,715 $714,604 

13.SUBSEQUENT EVENTS
Common Stock Dividend - During the third quarter of fiscal 2024, the Company declared a quarterly cash dividend of $0.14 per share of common stock. The dividend is payable on December 15, 2023 to stockholders of record at the close of business on December 1, 2023.
Share Repurchase Program - During the third quarter of fiscal 2024, 0.3 million shares of common stock at a cost of $38.7 million were repurchased under the Board of Directors' authorization in February 2022.
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Item 2.         Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless the context otherwise indicates or requires, as used in this Quarterly Report on Form 10-Q ("Form 10-Q"), the terms “we,” “our,” “us,” “ADS” and the “Company” refer to Advanced Drainage Systems, Inc. and its directly- and indirectly-owned subsidiaries as a combined entity, except where it is clear that the terms mean only Advanced Drainage Systems, Inc. exclusive of its subsidiaries. We consolidate our joint ventures for purposes of GAAP, except for our South American Joint Venture.
Our fiscal year begins on April 1 and ends on March 31. Unless otherwise noted, references to “year” pertain to our fiscal year. For example, 2024 refers to fiscal 2024, which is the period from April 1, 2023 to March 31, 2024.
The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with our Condensed Consolidated Financial Statements and related footnotes included elsewhere in this Form 10-Q and with the audited Consolidated Financial Statements included in our Fiscal 2023 Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2023. In addition to historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. This discussion contains forward-looking statements that are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Our actual results could differ materially from those discussed in the forward-looking statements. For more information, see the section below entitled “Forward Looking Statements.”
Overview
ADS is the leading manufacturer of innovative water management solutions in the stormwater and onsite septic wastewater industries, providing superior drainage solutions for use in the construction and agriculture marketplaces. Our innovative products, for which we hold many patents, are used across a broad range of end markets and applications, including non-residential, infrastructure and agriculture applications. We have established a leading position in many of these end markets by leveraging our national sales and distribution platform, industry-acclaimed engineering support, overall product breadth and scale plus manufacturing excellence.
Executive Summary
Second Quarter Fiscal 2024 Results
Net sales decreased 11.8% to $780.2 million
Net income decreased 10.7% to $137.0 million
Net income per diluted share decreased 4.8% to $1.71
Adjusted EBITDA, a non-GAAP measure, decreased 6.4% to $246.3 million
Net sales decreased $104.0 million, or 11.8%, to $780.2 million, as compared to $884.2 million in the prior year quarter. Domestic pipe sales decreased $70.6 million, or 14.1%, to $430.4 million. Domestic allied products & other sales decreased $18.9 million, or 9.3%, to $183.3 million. Infiltrator sales decreased $17.0 million, or 11.3%, to $133.7 million. The decrease in domestic net sales was primarily driven by lower demand in the U.S. construction and agriculture end markets. International sales decreased $4.0 million, or 5.5%, to $69.4 million.
Gross profit decreased $17.3 million, or 5.4%, to $302.7 million as compared to $320.0 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.
Adjusted EBITDA, a non-GAAP measure, decreased $17.0 million, or 6.4%, to $246.3 million, as compared to $263.2 million in the prior year. As a percentage of Net sales, Adjusted EBITDA was 31.6% as compared to 29.8% in the prior year.
Year-to-date Fiscal 2024 Results
Net sales decreased 13.4% to $1.6 billion
Net income decreased 9.0% to 310.9 million
Net income per diluted share decreased 3.0% to $3.89
Adjusted EBITDA, a non-GAAP measure, decreased 6.2% to $527.6 million
Cash provided by operating activities increased 5.0% to $458.9 million
Free cash flow, a non-GAAP measure, increased 4.1% to $376.2 million
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Net sales decreased $240.1 million, or 13.4%, to $1,558.3 million, as compared to $1,798.4 million in the prior period. Domestic pipe sales decreased $166.9 million, or 16.3%, to $859.0 million. Domestic allied products & other sales decreased $34.4 million, or 8.6%, to $366.7 million. Infiltrator sales decreased $41.8 million, or 13.2%, to $275.2 million. The decrease in domestic net sales was driven by lower demand in the U.S. construction and agriculture end markets. International sales decreased $22.8 million, or 15.7%, to $122.2 million.
Gross profit decreased $37.9 million, or 5.6%, to $634.1 million as compared to $672.1 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.
Adjusted EBITDA, a non-GAAP measure, decreased $34.7 million, or 6.2%, to $527.6 million, as compared to $562.2 million in the prior year. The decrease is primarily due to the factors mentioned above. As a percentage of net sales, Adjusted EBITDA was 33.9% as compared to 31.3% in the prior year.
Results of Operations
Comparison of the Three Months Ended September 30, 2023 to the Three Months Ended September 30, 2022
The following table summarizes our operating results as a percentage of Net sales that have been derived from our Condensed Consolidated Financial Statements for the periods presented. We believe this presentation is useful to investors in comparing historical results.
Consolidated Statements of Operations data:
For the Three Months Ended September 30,
(In thousands)2023 2022
Net sales$780,220 100.0 %$884,209  100.0 %
Cost of goods sold477,543 61.2 564,246 63.8 
Gross profit302,677 38.8 319,963 36.2 
Selling, general and administrative91,725 11.8 88,639 10.0 
Loss (gain) on disposal of assets and costs from exit and disposal activities
123 — (102)— 
Intangible amortization12,792 1.6 13,841 1.6 
Income from operations198,037 25.4 217,585 24.6 
Interest expense21,941 2.8 18,261 2.1 
Derivative (gain) loss and other (income) expense, net(7,506)(1.0)395 — 
Income before income taxes183,602 23.5 198,929 22.5 
Income tax expense47,476 6.1 47,508 5.4 
Equity in net income of unconsolidated affiliates(901)(0.1)(1,956)(0.2)
Net income137,027 17.6 153,377 17.3 
Less: net income attributable to noncontrolling interest1,225 0.2 1,370 0.2 
Net income attributable to ADS$135,802 17.4 %$152,007 17.2 %
Net sales - The following table presents Net sales to external customers by reportable segment for the three months ended September 30, 2023 and 2022.
(Amounts in thousands)2023 2022 $ Variance% Variance
Pipe$420,826  $490,208  $(69,382) (14.2)%
Infiltrator116,178  128,285  (12,107) (9.4)
International68,386  66,124 2,262 3.4 
Allied Products & Other174,830 199,592 (24,762)(12.4)
Total Consolidated$780,220 $884,209 $(103,989)(11.8)%
Our consolidated Net sales for the three months ended September 30, 2023 decreased by $104.0 million, or 11.8%, compared to the same period in fiscal 2023. The decrease in Net sales was primarily driven by lower demand in the U.S. construction and agriculture end markets.
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Cost of goods sold and Gross profit - The following table presents gross profit by reportable segment for the three months ended September 30, 2023 and 2022.
(Amounts in thousands)2023 2022 $ Variance% Variance
Pipe$110,193  $132,284  $(22,091) (16.7)%
Infiltrator68,038  66,224  1,814  2.7 
International20,103  16,263  3,840 23.6 
Allied Products & Other104,797 104,762 35 — 
Intersegment eliminations(454)430 (884)(205.6)
Total gross profit$302,677 $319,963 $(17,286)(5.4)%
Our consolidated Cost of goods sold for the three months ended September 30, 2023 decreased by $86.7 million, or 15.4%, and our consolidated Gross profit decreased by $17.3 million, or 5.4%, compared to the same period in fiscal 2023. The decrease in our gross profit was primarily due to the decrease in volume and unfavorable fixed cost absorption, partially offset by favorable material costs.
Selling, general and administrative expenses
 Three Months Ended September 30,
(Amounts in thousands)20232022
Selling, general and administrative expenses$91,725 $88,639 
% of Net sales11.8 % 10.0 %
Selling, general and administrative expenses for three months ended September 30, 2023 increased from the same period in fiscal 2023 and as a percentage of sales, increased by 1.8%. The increase in Selling, general and administrative expenses is result of the investment in our engineering and innovation initiatives, which includes headcount, as well as the impact of inflation.
Interest expense - Interest expense increased $3.7 million in the three months ended September 30, 2023 compared to the same period in the previous fiscal year. The increase was primarily due to an increase in interest rates.
Derivative gains and other income, net - Derivative gains and other income increased by $7.9 million for the three months ended September 30, 2023 compared to the same period in the previous fiscal year primarily due to increased interest income.
Income tax expense - The following table presents the effective tax rates for the periods presented:
 Three Months Ended September 30,
 2023 2022
Effective tax rate25.9 %23.9 %
The change in the effective tax rate for the three months ended September 30, 2023 was primarily related to the decrease of the discrete income tax benefit related to the stock-based compensation windfall. See “Note 10. Income Taxes” for additional information.
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Comparison of the Six Months Ended September 30, 2023 to the Six Months Ended September 30, 2022
The following table summarizes our operating results as a percentage of net sales that have been derived from our Condensed Consolidated Financial Statements for the periods presented. We believe this presentation is useful to investors in comparing historical results.
 
For the Six Months Ended September 30,
 2023 2022
Consolidated Statements of Operations data:(In thousands)
Net sales$1,558,266 100.0 %$1,798,395  100.0 %
Cost of goods sold924,129 59.3 1,126,325 62.6 
Gross profit634,137 40.7 672,070 37.4 
Selling, general and administrative178,236 11.4 175,159 9.7 
(Gain) loss on disposal of assets and costs from exit and disposal activities
(13,181)(0.8)201 — 
Intangible amortization25,594 1.6 27,518 1.5 
Income from operations443,488 28.5 469,192 26.1 
Interest expense43,653 2.8 29,333 1.6 
Derivative (gain) loss and other (income) expense, net(11,055)(0.7)(1,507)(0.1)
Income before income taxes410,890 26.4 441,366 24.5 
Income tax expense102,534 6.6 102,573 5.7 
Equity in net income of unconsolidated affiliates(2,576)(0.2)(3,066)(0.2)
Net income310,932 20.0 341,859 19.0 
Less: net income attributable to noncontrolling interest1,478 0.1 2,706 0.2 
Net income attributable to ADS$309,454 19.9 %$339,153 18.9 %
Net sales - The following table presents Net sales to external customers by reportable segment for the six months ended September 30, 2023 and 2022.
(Amounts in thousands)2023 2022 $ Variance% Variance
Pipe$841,254  $1,005,191  $(163,937) (16.3)%
Infiltrator239,086  265,669  (26,583) (10.0)
International120,634  131,779 (11,145)(8.5)
Allied Products & Other357,292 395,756 (38,464)(9.7)
Total Consolidated$1,558,266 $1,798,395 $(240,129)(13.4)%
Our consolidated Net sales for the six months ended September 30, 2023 decreased by $240.1 million, or 13.4%, compared to the same period in fiscal 2023. The decrease in domestic net sales was primarily driven by lower demand in the U.S. construction and agriculture end markets.
Cost of goods sold and Gross profit - The following table presents gross profit by reportable segment for the six months ended September 30, 2023 and 2022.
(Amounts in thousands)2023 2022 $ Variance% Variance
Pipe$255,449  $287,383  $(31,934) (11.1)%
Infiltrator136,905  137,093  (188) (0.1)
International34,894  35,372  (478)(1.4)
Allied Products & Other209,398 212,607 (3,209)(1.5)
Intersegment eliminations(2,509)(385)(2,124)551.7 
Total gross profit$634,137 $672,070 $(37,933)(5.6)%
Our consolidated Cost of goods sold for the six months ended September 30, 2023 decreased by $202.2 million, or 18.0%, and our consolidated Gross profit decreased by $37.9 million, or 5.6%, compared to the same period in fiscal 2023. The
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decrease in our gross profit was primarily due to the decrease in volume and unfavorable fixed cost absorption, partially offset by favorable material costs.
Selling, general and administrative expenses
 Six Months Ended September 30,
(Amounts in thousands)20232022
Selling, general and administrative expenses$178,236 $175,159 
% of Net sales11.4 % 9.7 %
Selling, general and administrative expenses for six months ended September 30, 2023 increased $3.1 million from the same period in fiscal 2023 and as a percentage of sales, increased by 1.7%. The increase in Selling, general and administrative expenses is result of the investment in our engineering and innovation initiatives, which includes headcount, as well as the impact of inflation.
(Gain) loss on disposal of assets and costs from exit and disposal activities - The gain on disposal of assets in the current year was due to the sale of Spartan Concrete.
Interest expense - Interest expense increased $14.3 million in the six months ended September 30, 2023 compared to the same period in the previous fiscal year. The increase was primarily due to increased average debt levels and increased interest rates.
Derivative gains and other income, net - Derivative gains and other income increased by $9.5 million for the six months ended September 30, 2023 compared to the same period in the previous fiscal year primarily due to increased interest income.
Income tax expense - The following table presents the effective tax rates for the six months ended September 30, 2023 and 2022.
 Six Months Ended September 30,
 2023 2022
Effective tax rate25.0 %23.2 %
The change in the effective tax rate for the six months ended September 30, 2023 was primarily related to the decrease of the discrete income tax benefit related to the stock-based compensation windfall. See “Note 10. Income Taxes” for additional information.
Adjusted EBITDA and Adjusted EBITDA Margin - Adjusted EBITDA and Adjusted EBITDA Margin, which are non-GAAP financial measures, have been presented in this Form 10-Q as supplemental measures of financial performance that are not required by, or presented in accordance with GAAP and should not be considered as alternatives to net income as measures of financial performance or cash flows from operations or any other performance measure derived in accordance with GAAP. We calculate Adjusted EBITDA as net income (loss) before interest, income taxes, depreciation and amortization, stock-based compensation expense, non-cash charges and certain other expenses. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by net sales.
Adjusted EBITDA and Adjusted EBITDA Margin are included in this Form 10-Q because they are key metrics used by management and our board of directors to assess our consolidated financial performance. These non-GAAP financial measures are frequently used by analysts, investors and other interested parties to evaluate companies in our industry. In addition to covenant compliance and executive performance evaluations, we use these non-GAAP financial measures to supplement GAAP measures of performance to evaluate the effectiveness of our consolidated business strategies, to make budgeting decisions and to compare our performance against that of other peer companies using similar measures. We use Adjusted EBITDA Margin to evaluate our ability to generate profitable sales.
Adjusted EBITDA and Adjusted EBITDA Margin contain certain other limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs, cash expenditures to replace assets being depreciated and amortized and interest expense, or the cash requirements necessary to service interest on principal payments on our indebtedness. In evaluating Adjusted EBITDA and Adjusted EBITDA Margin, you should be aware that in the future we will incur expenses that are the same as or similar to some of the adjustments in this presentation, such as stock-based compensation expense, derivative fair value adjustments, and foreign currency transaction losses. Management compensates for these limitations by relying on our GAAP results and using non-GAAP measures on a supplemental basis.
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The following table presents a reconciliation of Adjusted EBITDA to Net income, the most comparable GAAP measure, for each of the periods presented.
 
Three Months Ended September 30,
Six Months Ended September 30,
(In thousands) 2023 202220232022
Net income$137,027 $153,377 $310,932 $341,859 
Depreciation and amortization36,721 35,922 73,961 71,500 
Interest expense21,941 18,261 43,653 29,333 
Income tax expense47,476 47,508 102,534 102,573 
EBITDA243,165 255,068 531,080 545,265 
Loss (gain) on disposal of assets and costs from exit and disposal activities
123 (102)(13,181)201 
Stock-based compensation expense9,331 7,460 16,234 13,733 
Transaction costs(a)
52 368 2,024 2,083 
Interest income
(5,137)(1,991)(8,626)(2,108)
Other adjustments(b)
(1,284)2,399 32 3,071 
Adjusted EBITDA$246,250 $263,202 $527,563 $562,245 
Adjusted EBITDA Margin31.6 %29.8 %33.9 %31.3 %
(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, 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.
Liquidity and Capital Resources
Historically we have funded our operations through internally generated cash flow supplemented by debt financings, equity issuance and finance and operating leases. These sources have been sufficient historically to fund our primary liquidity requirements, including working capital, capital expenditures, debt service and dividend payments for our common stock. From time to time, we may explore additional financing methods and other means to raise capital. There can be no assurance that any additional financing will be available to us on acceptable terms or at all.
Free Cash Flow - Free cash flow is a non-GAAP financial measure that comprises cash flow from operations less capital expenditures and is used by management and our Board of Directors to assess our ability to generate cash. Accordingly, free cash flow has been presented as a supplemental measure of liquidity that is not required by, or presented in accordance with GAAP, because 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. Free cash flow is not a GAAP measure of our liquidity and should not be considered as an alternative to cash flow from operating activities as a measure of liquidity or any other liquidity measure derived in accordance with GAAP. Our measure of free cash flow is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.
The following table presents a reconciliation of free cash flow from operating activities, the most comparable GAAP measure, for each of the periods presented:
 Six Months Ended September 30,
(Amounts in thousands)20232022
Net cash provided by operating activities$458,864 $437,024 
Capital expenditures(82,625)(75,545)
Free Cash Flow$376,239  $361,479 
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The following table presents key liquidity metrics utilized by management including the leverage ratio which is calculated as net debt divided by the trailing twelve months Adjusted EBITDA:
(Amounts in thousands)September 30, 2023
Total debt (debt and finance lease obligations)$1,320,574 
Cash470,409 
Net debt (total debt less cash)850,165 
Leverage Ratio1.0

The following table summarizes our available liquidity for the period presented:
(Amounts in thousands)September 30, 2023
Revolver capacity$600,000 
Less: outstanding borrowings— 
Less: letters of credit(11,150)
Revolver available liquidity$588,850 
In addition to the available liquidity above, we have the ability to borrow up to $1.3 billion under our Senior Secured Credit Facility, subject to leverage ratio restrictions.
Working Capital and Cash Flows
As of September 30, 2023, we had $1,059.3 million in liquidity, including $470.4 million of cash, $588.9 million in borrowings available under our Revolving Credit Agreement, net of outstanding letters of credit. We believe that our cash on hand, together with the availability of borrowings under our Credit Agreement and other financing arrangements and cash generated from operations, will be sufficient to meet our working capital requirements, anticipated capital expenditures, and scheduled principal and interest payments on our indebtedness for at least the next twelve months.
Working Capital - Working capital increased to $804.0 million as of September 30, 2023, from $638.7 million as of March 31, 2023. The increase in working capital is primarily due to an increase in cash and increase in accounts receivable due to seasonality partially offset by an increase in accrued taxes due to the timing of payments and a planned decrease in inventory.
 Six Months Ended September 30,
(Amounts in thousands)20232022
Net cash provided by operating activities$458,864 $437,024 
Net cash used in investing activities(62,200)(123,509)
Net cash (used in) provided by financing activities(143,386)124,820 
Operating Cash Flows Cash flows from operating activities increased $21.8 million during the six months ended September 30, 2023 primarily driven by changes in net working capital.
Investing Cash Flows - Cash flows used in investing activities during the six months ended September 30, 2023 decreased by $61.3 million compared to the same period in fiscal 2023. The decrease in cash used in investing activities was primarily due to the acquisition of Cultec, Inc. in fiscal 2023.
Capital expenditures totaled $82.6 million and $75.5 million for the six months ended September 30, 2023 and 2022, respectively. Our capital expenditures for the six months ended September 30, 2023 were used primarily to support facility expansions, equipment replacements and technology improvement initiatives.
We currently anticipate that we will make capital expenditures of approximately $200 to $225 million in fiscal year 2024, including approximately $115 million of open orders as of September 30, 2023. Such capital expenditures are expected to be financed using funds generated by operations.
Financing Cash Flows - During the six months ended September 30, 2023, cash used in financing activities included the repurchase of common stock of $101.6 million, $22.2 million of dividend payments, and $8.8 million for shares withheld for tax purposes.
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During the six months ended September 30, 2022, cash provided by financing activities included the issuance of $500.0 million of 2030 Notes and proceeds of $123.2 million on our revolving credit facilities. Cash used in financing activities during the six months ended September 30, 2022 included payments of $237.5 million on our revolving credit facilities, repurchase of common stock of $192.6 million, $25.5 million of shares withheld for tax purposes, and $20.4 million of dividend payments.
Cash held by Foreign Subsidiaries - As of September 30, 2023, we had $20.6 million in cash that was held by our foreign subsidiaries, including $10.0 million held by our Canadian subsidiaries. We continue to evaluate our strategy regarding foreign cash, but our earnings in foreign subsidiaries still remain indefinitely reinvested, except for Canada. We plan to repatriate earnings from Canada and believe that there will be no additional tax costs associated with the repatriation of such earnings other than any potential non-U.S. withholding taxes.
Financing Transactions - There have been no changes in our debt disclosures from those disclosed in “Liquidity and Capital Resources” in our Fiscal 2023 Form 10-K. We are in compliance with our debt covenants as of September 30, 2023.
Off-Balance Sheet Arrangements
Excluding the guarantees of 50% of certain debt of our unconsolidated South American Joint Venture as further discussed in “Note 7. Related Party Transactions” to the Condensed Consolidated Financial Statements, we do not have any other off-balance sheet arrangements. As of September 30, 2023, our South American Joint Venture had approximately $1.4 million of outstanding debt subject to our guarantees. We do not believe that this guarantee will have a current or future effect on our financial condition, results of operations, liquidity or capital resources.
Critical Accounting Policies and Estimates
There have been no changes in critical accounting policies from those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Fiscal 2023 Form 10-K, except as disclosed in "Note 1. Background and Summary of Significant Accounting Policies.”
Forward-Looking Statements
This Form 10-Q includes forward-looking statements. Some of the forward-looking statements can be identified by the use of terms such as “believes,” “expects,” “may,” “will,” “would,” “should,” “could,” “seeks,” “predict,” “potential,” “continue,” “intends,” “plans,” “projects,” “estimates,” “anticipates” or other comparable terms. These forward-looking statements include all matters that are not related to present facts or current conditions or that are not historical facts. They appear in a number of places throughout this Form 10-Q and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our consolidated results of operations, financial condition, liquidity, prospects, growth strategies, and the industries in which we operate and include, without limitation, statements relating to our future performance.
Forward-looking statements are subject to known and unknown risks and uncertainties, many of which are beyond our control. We caution you that forward-looking statements are not guarantees of future performance and that our actual consolidated results of operations, financial condition, liquidity and industry development may differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. In addition, even if our actual consolidated results of operations, financial condition, liquidity and industry development are consistent with the forward-looking statements contained in this Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors could cause actual results to differ materially from those contained in or implied by the forward-looking statements, including those reflected in forward-looking statements relating to our operations and business, the risks and uncertainties discussed in this Form 10-Q (including under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), and those described from time to time in our other filings with the SEC. 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 any claims, litigation, investigations or proceedings, including those described under “Item 1. Legal Proceedings” of this Form 10-Q;
the effect of weather or seasonality;
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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, including those listed under “Item 1A. Risk Factors” in the Fiscal 2023 Form 10-K.
All forward-looking statements are made only as of the date of this report and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data.
Item 3.         Quantitative and Qualitative Disclosures about Market Risk
We are subject to various market risks, primarily related to changes in interest rates, credit, raw material supply prices and, to a lesser extent, foreign currency exchange rates. Our financial position, results of operations or cash flows may be negatively impacted in the event of adverse movements in the respective market rates or prices in each of these risk categories. Our exposure in each category is limited to those risks that arise in the normal course of business, as we do not engage in speculative, non-operating transactions. Our exposure to market risk has not materially changed from what we previously disclosed in Part II. Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” of our Fiscal 2023 Form 10-K except as disclosed below.
Interest Rate Risk - We are subject to interest rate risk associated with our bank debt. A 1.0% increase in interest rates on our variable-rate debt would increase our annual forecasted interest expense by approximately $4.2 million based on our borrowings as of September 30, 2023. Assuming the Revolving Credit Facility is fully drawn, each 1.0% increase or decrease in the applicable interest rate would change our interest expense by approximately $10.2 million, for the twelve months ended September 30, 2023.
Item 4.         Controls and Procedures
Evaluation of Disclosure Controls and Procedures - The Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) are responsible for evaluating the effectiveness of our disclosure controls and procedures as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), rules 13a-15(e) and 15d-15(e). The Company’s disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in the Company’s reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on the evaluation of our disclosure controls and procedures, our CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting - There were no changes in the Company’s internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act that occurred during the three months ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1.         Legal Proceedings
The Company is involved from time to time in various legal proceedings that arise in the ordinary course of business, including but not limited to commercial disputes, environmental matters, employee related claims, intellectual property disputes and litigation in connection with transactions including acquisitions and divestitures. The Company does not believe that such litigation, claims, and administrative proceedings will have a material adverse impact on the Company’s financial position or results of operations.
Please see “Note 9. Commitments and Contingencies,” of the Condensed Consolidated Financial Statements of this Form 10-Q for more information regarding legal proceedings.
Item 1A.     Risk Factors
Important risk factors that could affect our operations and financial performance, or that could cause results or events to differ from current expectations, are described in “Part I, Item 1A — Risk Factors” of our Fiscal 2023 Form 10-K. These factors are further supplemented by those discussed in “Part II, Item 7A — Quantitative and Qualitative Disclosures about Market Risk” of our Fiscal 2023 Form 10-K and in “Part I, Item 3 — Quantitative and Qualitative Disclosures about Market Risk” and “Part II, Item 1 — Legal Proceedings” of this Form 10-Q.
Item 2.        Unregistered Sale of Equity Securities, Use of Proceeds and Issuer Purchases, of Equity Securities
In February 2022, our Board of Directors authorized a $1.0 billion common stock repurchase program. Repurchase of common stock will be made in accordance with applicable securities laws. During the three months ended September 30, 2023, the Company repurchased 0.5 million shares of common stock at a cost of $61.3 million. As of September 30, 2023, approximately $315.9 million of common stock may be repurchased under the authorization. The stock repurchase program does not obligate us to acquire any particular amount of common stock and may be suspended or terminated at any time at our discretion.
The following table provides information with respect to repurchases of our common stock by us and our “affiliated purchasers” (as defined by Rule 10b-18(a)(3) under the Exchange Act) during the three months ended September 30, 2023:
PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced PlanApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
(amounts in thousands, except per share data)
July 1, 2023 to July 31 2023— $110.00 — $377,184 
August 1, 2023 to August 31, 2023175 126.50 175 355,099 
September 1, 2023 to September 30, 2023332 118.04 332 315,909 
Total507 $120.96 507 $315,909 
Item 3.        Defaults Upon Senior Securities
None.
Item 4.        Mine Safety Disclosures
Not applicable.
Item 5.        Other Information
None.
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Item 6.Exhibits
The following exhibits are filed herewith or incorporated herein by reference.
Exhibit
Number
Exhibit Description
  
 31.1*
 31.2*
 32.1*
 32.2*
101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*Inline XBRL Taxonomy Extension Schema.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase.
104The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, has been formatted in Inline XBRL and contained in Exhibit 101.
* Filed herewith

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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 thereunto duly authorized.
Date: November 2, 2023
ADVANCED DRAINAGE SYSTEMS, INC.
  
By:/s/ D. Scott Barbour
 D. Scott Barbour
 President and Chief Executive Officer
 (Principal Executive Officer)
  
By:/s/ Scott A. Cottrill
 Scott A. Cottrill
 Executive Vice President, Chief Financial Officer and Secretary
 (Principal Financial Officer)
  
By:/s/ Tim A. Makowski
 Tim A. Makowski
 Vice President, Controller, and Chief Accounting Officer
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