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| | | | | | | | | | Reconciliation of Gross Profit to Segment Adjusted Gross Profit - The Company calculates Segment Adjusted Gross Profit as Net sales less costs of goods sold excluding depreciation and amortization, stock-based compensation and certain other expenses.
| | $ | | |
| Depreciation and Amortization | | | |
| Stock-based compensation expense | | | |
| Total Segment Adjusted Gross Profit | $ | | | | $ | | |
Significant Segment Expenses - The Company has identified Cost of Goods Sold as a significant expense category.
| | $ | | | | $ | () | | | $ | | |
| Infiltrator | | | | | | | () | | | | |
| International | | | | | | | () | | | | |
| Total Reportable Segments | | | | | | | () | | | | |
| Allied Products & Other | | | | | | | () | | | | |
| Intersegment Eliminations | () | | | () | | | — | | | () | |
| Total Consolidated | $ | | | | $ | | | | $ | () | | | $ | | |
| | $ | | | | $ | () | | | $ | | |
| Infiltrator | | | | | | | () | | | | |
| International | | | | | | | () | | | | |
| Total Reportable Segments | | | | | | | () | | | | |
| Allied Products & Other | | | | | | | () | | | | |
| Intersegment Eliminations | () | | | () | | | — | | | () | |
| Total Consolidated | $ | | | | $ | | | | $ | () | | | $ | | |
| | $ | | | | | | Infiltrator | | | | | | | |
| International | | | | | | | |
Allied Products & Other(b) | | | | | | | |
| Total | $ | | | | $ | | | | |
| Capital Expenditures | | | | | |
| Pipe | $ | | | | $ | | | | |
| Infiltrator | | | | | | | |
| International | | | | | | | |
Allied Products & Other(b) | | | | | | | |
| Total | $ | | | | $ | | | | | (a)Includes depreciation and amortization in both Cost of goods sold and Operating expenses.
(b)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.
14.
| | $ | | |
| Cash paid for interest | | | |
| Supplemental disclosures of noncash investing and financing activities: | | | |
| Repurchase of common stock pending settlement | | | |
| ESPP share issuance | | | |
| Acquisition of property, plant and equipment under finance lease | | | |
| Balance in accounts payable for the acquisition of property, plant and equipment | | | |
15.
per share of common stock. The dividend is payable on September 15, 2025, to stockholders of record at the close of business on August 29, 2025.Sale of Property - In July 2025, ADS completed the sale of a property held-for-sale, for $ million which resulted in a gain on disposal of assets of $ million.
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, 2026 refers to fiscal 2026, which is the period from April 1, 2025 to March 31, 2026.
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 2025 Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2025. 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 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, 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
First Quarter Fiscal 2026 Results
•Net sales increased 1.8% to $829.9 million
•Net income decreased 11.2% to $144.1 million
•Net income per diluted share decreased 10.7% to $1.84
•Adjusted EBITDA, a non-GAAP measure, increased 1.0% to $278.2 million
Net sales increased $14.5 million, or 1.8%, to $829.9 million, as compared to $815.3 million in the prior year quarter. Domestic pipe sales decreased $10.9 million, or 2.5%, to $415.5 million. Domestic allied products & other sales increased $3.6 million, or 1.9%, to $187.5 million. Infiltrator sales increased $31.1 million, or 21.1%, to $178.4 million. The overall increase in domestic Net sales was primarily driven by acquisitions, as well as growth in the non-residential and residential construction end markets. International sales decreased $9.2 million, or 16.0%, to $48.5 million.
Gross profit decreased $2.0 million, or 0.6%, to $330.4 million as compared to $332.5 million in the prior year. The decrease in gross profit is primarily driven by unfavorable pricing and material cost, as well as the mix impact from the inclusion of Orenco. This unfavorability was partially offset by favorable volume, price/cost and mix of construction market and Infiltrator sales.
Selling, general and administrative expenses increased $9.9 million, or 10.5% to $104.0 million, as compared to $94.1 million in the prior year. As a percentage of Net sales, selling, general and administrative expenses increased to 12.5% as compared to 11.5% in the prior year, primarily driven by the acquisition of Orenco.
Adjusted EBITDA, a non-GAAP measure, increased $2.7 million, or 1.0%, to $278.2 million, as compared to $275.5 million in the prior year. As a percentage of Net sales, Adjusted EBITDA was 33.5% as compared to 33.8% in the prior year.
Results of Operations
Comparison of the Three Months Ended June 30, 2025 to the Three Months Ended June 30, 2024
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 June 30, |
| (In thousands) | 2025 | | 2024 |
| Net sales | $ | 829,880 | | | 100.0 | % | | $ | 815,336 | | | 100.0 | % |
| Cost of goods sold | 499,442 | | | 60.2 | | | 482,882 | | | 59.2 | |
| Gross profit | 330,438 | | | 39.8 | | | 332,454 | | | 40.8 | |
| Selling, general and administrative | 103,961 | | | 12.5 | | | 94,052 | | | 11.5 | |
Loss on disposal of assets and costs from exit and disposal activities | 7,024 | | | 0.8 | | | 292 | | | — | |
| Intangible amortization | 13,707 | | | 1.7 | | | 11,895 | | | 1.5 | |
| Income from operations | 205,746 | | | 24.8 | | | 226,215 | | | 27.7 | |
| Interest expense | 23,029 | | | 2.8 | | | 22,824 | | | 2.8 | |
| Interest income and other, net | (6,705) | | | (0.8) | | | (7,116) | | | (0.9) | |
| Income before income taxes | 189,422 | | | 22.8 | | | 210,507 | | | 25.8 | |
| Income tax expense | 46,674 | | | 5.6 | | | 49,886 | | | 6.1 | |
| Equity in net income of unconsolidated affiliates | (1,343) | | | (0.2) | | | (1,701) | | | (0.2) | |
| Net income | 144,091 | | | 17.4 | | | 162,322 | | | 19.9 | |
| Less: net income attributable to noncontrolling interest | 169 | | | — | | | 920 | | | 0.1 | |
| Net income attributable to ADS | $ | 143,922 | | | 17.3 | % | | $ | 161,402 | | | 19.8 | % |
Net sales - The following table presents Net sales to external customers by reportable segment for the three months ended June 30, 2025 and 2024.
| | | | | | | | | | | | | | | | | | | | | | | |
| (Amounts in thousands) | 2025 | | 2024 | | $ Variance | | % Variance |
| Pipe | $ | 415,538 | | | $ | 426,388 | | | $ | (10,850) | | | (2.5) | % |
| Infiltrator | 178,353 | | | 147,302 | | | 31,051 | | | 21.1 | |
| International | 48,491 | | | 57,705 | | | (9,214) | | | (16.0) | |
| Allied Products & Other | 187,498 | | | 183,941 | | | 3,557 | | | 1.9 | |
| Total Consolidated | $ | 829,880 | | | $ | 815,336 | | | $ | 14,544 | | | 1.8 | % |
Our consolidated Net sales for the three months ended June 30, 2025 increased by $14.5 million, or 1.8%, compared to the same period in fiscal 2025. The overall decrease in domestic Pipe Net sales was primarily driven by demand in the infrastructure end market partially offset by improvement in the non-residential market. Net sales of $30.0 million of Orenco drove the increase in Net sales for Infiltrator. For the International segment, the decrease was driven by decreased volume.
Cost of goods sold and Gross profit - The following table presents gross profit by reportable segment for the three months ended June 30, 2025 and 2024.
| | | | | | | | | | | | | | | | | | | | | | | |
| (Amounts in thousands) | 2025 | | 2024 | | $ Variance | | % Variance |
| Pipe | $ | 109,505 | | | $ | 120,782 | | | $ | (11,277) | | | (9.3) | % |
| Infiltrator | 97,711 | | | 86,607 | | | 11,104 | | | 12.8 | |
| International | 12,396 | | | 18,297 | | | (5,901) | | | (32.3) | |
| Allied Products & Other | 111,582 | | | 107,738 | | | 3,844 | | | 3.6 | |
| Intersegment eliminations | (756) | | | (970) | | | 214 | | | (22.1) | |
| Total gross profit | $ | 330,438 | | | $ | 332,454 | | | $ | (2,016) | | | (0.6) | % |
Our consolidated Cost of goods sold for the three months ended June 30, 2025 increased by $16.6 million, or 3.4%, and our consolidated Gross profit decreased by $2.0 million, or 0.6%, compared to the same period in fiscal 2025. The decrease in
gross profit for Domestic Pipe is primarily driven by unfavorable fixed cost absorption, partially offset by material cost. The increase in gross profit for Infiltrator was primarily driven by Orenco. For the International segment, the decrease was driven by decreased volume.
Selling, general and administrative expenses
| | | | | | | | | | | |
| | Three Months Ended June 30, |
| (Amounts in thousands) | 2025 | | 2024 |
| Selling, general and administrative expenses | $ | 103,961 | | | $ | 94,052 | |
| % of Net sales | 12.5 | % | | 11.5 | % |
Selling, general and administrative expenses for the three months ended June 30, 2025 increased $9.9 million from the same period in fiscal 2025 and as a percentage of Net sales, increased by 1.0%. The increase in selling, general and administrative expenses was primarily due to the operating expenses of Orenco.
Interest expense - Interest expense increased $0.2 million in the three months ended June 30, 2025 compared to the same period in the previous fiscal year. The increase was primarily due to an increase in interest rates.
Income tax expense - The following table presents the effective tax rates for the periods presented:
| | | | | | | | | | | |
| | Three Months Ended June 30, |
| | 2025 | | 2024 |
| Effective tax rate | 24.6 | % | | 23.7 | % |
The change in the effective tax rate for the three months ended June 30, 2025 was primarily related to the decrease of the discrete income tax benefit related to the stock-based compensation windfall. See “Note 11. 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 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.
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 June 30, |
| (In thousands) | 2025 | | 2024 | | |
| Net income | $ | 144,091 | | | $ | 162,322 | | | |
| Depreciation and amortization | 50,228 | | | 41,098 | | | |
| Interest expense | 23,029 | | | 22,824 | | | |
| Income tax expense | 46,674 | | | 49,886 | | | |
| EBITDA | 264,022 | | | 276,130 | | | |
Restructuring and realignment expense(a) | 9,993 | | | 292 | | | |
| Stock-based compensation expense | 8,404 | | | 6,977 | | | |
Transaction costs(b) | 807 | | | 10 | | | |
Interest income | (5,405) | | | (6,565) | | | |
Other adjustments(c) | 346 | | | (1,346) | | | |
| Adjusted EBITDA | $ | 278,167 | | | $ | 275,498 | | | |
| Adjusted EBITDA Margin | 33.5 | % | | 33.8 | % | | |
(a)Includes Loss on disposal of assets and costs from exit and disposal activities, which includes costs associated with plant closures, as well as professional fees incurred in connection with supporting enterprise-wide restructuring and realignment initiatives.
(b)Represents expenses recorded related to legal, accounting and other professional fees incurred in connection with business or asset acquisitions and dispositions.
(c)Includes derivative fair value adjustments, foreign currency transaction (gains) losses, legal settlements, and the proportionate share of interest, income taxes, depreciation and amortization related to the South American Joint Venture, which is accounted for under the equity method of accounting and executive retirement expense.
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 to cash provided by operating activities, the most comparable GAAP measure, for each of the periods presented:
| | | | | | | | | | | |
| | Three Months Ended June 30, |
| (Amounts in thousands) | 2025 | | 2024 |
| Net cash provided by operating activities | $ | 274,977 | | | $ | 183,426 | |
| Capital expenditures | (52,598) | | | (57,715) | |
| Free Cash Flow | $ | 222,379 | | | $ | 125,711 | |
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) | June 30, 2025 |
| Total debt (debt and finance lease obligations) | $ | 1,430,243 | |
| Cash | 638,268 | |
| Net debt (total debt less cash) | 791,975 | |
| Leverage Ratio | 0.9 |
The following table summarizes our available liquidity for the period presented:
| | | | | |
| (Amounts in thousands) | June 30, 2025 |
| Revolver capacity | $ | 600,000 | |
| Less: outstanding borrowings | — | |
| Less: letters of credit | (10,133) | |
| Revolver available liquidity | $ | 589,867 | |
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.
As of June 30, 2025, we had $16.0 million in cash that was held by our foreign subsidiaries, including $9.4 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.
Working Capital and Cash Flows
As of June 30, 2025, we had $1,228.1 million in liquidity, including $638.3 million of cash and $589.9 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 $1,045.4 million as of June 30, 2025, from $926.4 million as of March 31, 2025. The increase in working capital is primarily due to increased cash on hand and the seasonality of accounts receivable offset by changes in inventory and accrued liabilities due to the timing of tax and rebate payments.
| | | | | | | | | | | |
| | Three Months Ended June 30, |
| (Amounts in thousands) | 2025 | | 2024 |
| Net cash provided by operating activities | $ | 274,977 | | | $ | 183,426 | |
| Net cash used in investing activities | (69,934) | | | (57,217) | |
| Net cash used in financing activities | (31,132) | | | (73,895) | |
Operating Cash Flows - Cash flows from operating activities increased $91.6 million during the three months ended June 30, 2025 primarily driven by changes in working capital.
Investing Cash Flows - Cash flows used in investing activities during the three months ended June 30, 2025 increased by $12.7 million compared to the same period in fiscal 2025. The increase in cash used in investing activities was due to the acquisition of River Valley Pipe.
Capital expenditures totaled $52.6 million and $57.7 million for the three months ended June 30, 2025 and 2024, respectively. Our capital expenditures for the three months ended June 30, 2025 were used primarily to support facility expansions, equipment replacements and technology improvement initiatives. We also acquired $21.2 million of property, plant and equipment under finance leases, which includes material handling transportation equipment to update our fleet of forklifts, trucks and trailers.
We currently anticipate that we will make capital expenditures of approximately $200 million to $225 million in fiscal year 2026, including approximately $105 million of open orders as of June 30, 2025. Such capital expenditures are expected to be financed using funds generated by operations.
Financing Cash Flows - During the three months ended June 30, 2025, cash used in financing activities included $14.0 million of dividend payments, $8.3 million of payments of finance lease obligations and $6.7 million for shares withheld for tax purposes.
During the three months ended June 30, 2024, cash used in financing activities included the repurchase of common stock of $49.2 million, $12.4 million of dividend payments, and $10.6 million for shares withheld for tax purposes.
Financing Transactions - There have been no changes in our debt disclosures from those disclosed in “Liquidity and Capital Resources” in our Fiscal 2025 Form 10-K. We are in compliance with our debt covenants as of June 30, 2025.
Off-Balance Sheet Arrangements
Excluding the guarantees of 50% of certain debt of our unconsolidated South American Joint Venture as further discussed in “Note 8. Related Party Transactions” to the Condensed Consolidated Financial Statements, we do not have any other off-balance sheet arrangements. As of June 30, 2025, our South American Joint Venture had no 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 2025 Form 10-K, except as disclosed in “Note 1. Background and Summary of Significant Accounting Policies.”
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 2025 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 $4.1 million based on our borrowings as of June 30, 2025. 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 $10.1 million, for the twelve months ended June 30, 2025.
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 June 30, 2025 that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.
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 10. 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 2025 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 2025 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 Sales of Equity Securities and Use of Proceeds
In February 2022, our Board of Directors authorized a $1.0 billion common stock repurchase program. Repurchases of common stock will be made in accordance with applicable securities laws. During the three months ended June 30, 2025, the Company did not repurchase any shares of common stock. As of June 30, 2025, approximately $147.7 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.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended June 30, 2025, no director or officer of the Company or a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.
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. |
| 104 | | The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, has been formatted in Inline XBRL and contained in Exhibit 101. |
* Filed herewith
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: August 7, 2025
| | | | | | | | |
| 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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See also China XD Plastics Co Ltd -
Annual report 2020 (10-K 2020-12-31)
Annual report 2020 (10-Q 2020-09-30)