8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 9, 2017

Advanced Drainage Systems, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36557	51-0105665
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4640 Trueman Boulevard, Hilliard, Ohio 43026		43026
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (614) 658-0050

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On February 9, 2017, Advanced Drainage Systems, Inc. (the “Company”) issued a press release setting forth the Company’s unaudited results for the third quarter of fiscal year 2017. A copy of the Company’s press release is being furnished as Exhibit 99.1 and hereby incorporated by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 7.01 Regulation FD Disclosure.

As previously announced, at 10:00 a.m. (Eastern time) on February 9, 2017, the Company’s Chairman and Chief Executive Officer, Joe Chlapaty, and Chief Financial Officer, Scott Cottrill, will host a conference call and webcast to discuss the Company’s unaudited results for the third quarter of fiscal year 2017. A copy of the Company’s slides forming the basis of the presentation is being furnished as Exhibit 99.2 and hereby incorporated by reference.

The live call can be accessed by dialing 1-866-450-8367 (US toll-free) or 1-412-317-5465 (international) and asking to be connected to the Advanced Drainage Systems, Inc. call. The live webcast will also be accessible via the “Events Calendar” section of the Company’s Investor Relations website, www.investors.ads-pipe.com. An archived version of the webcast will be available for 90 days following the call.

The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 8.01 Other Events.

On February 9, 2017, the Company issued a press release announcing the approval by the Board of Directors of the Company of a stock repurchase program. A copy of the Company’s press release is attached hereto as Exhibit 99.3 and hereby incorporated by reference.

On February 9, 2017, the Company issued a press release announcing the approval by the Board of Directors of the Company of the declaration of a cash dividend of $0.06 per share, payable on March 15, 2017 to stockholders of record at the close of business on March 1, 2017. A copy of the Company’s press release is attached hereto as Exhibit 99.4 and hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being furnished as part of this report:

99.1	Press release, dated February 9, 2017, issued by Advanced Drainage Systems, Inc. regarding earnings
99.2	Presentation slides, dated February 9, 2017
99.3	Press release, dated February 9, 2017, issued by Advanced Drainage Systems, Inc. regarding stock repurchase program
99.4	Press release, dated February 9, 2017, issued by Advanced Drainage Systems, Inc. regarding dividend

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ADVANCED DRAINAGE SYSTEMS, INC.
Date: February 9, 2017	By:	/s/ Scott A. Cottrill
	Name:	Scott A. Cottrill
	Title:	EVP, CFO, Secretary & Treasurer

EX-99.1

Exhibit 99.1

ADVANCED DRAINAGE SYSTEMS ANNOUNCES THIRD FISCAL

QUARTER 2017 RESULTS

HILLIARD, Ohio – (February 9, 2017) – Advanced Drainage Systems, Inc. (NYSE: WMS) (“ADS” or the “Company”), a leading global manufacturer of water management products and solutions for commercial, residential, infrastructure and agricultural applications, today announced financial results for the fiscal third quarter ended December 31, 2016.

Third Fiscal Quarter 2017 Highlights

• Net sales decreased 6% to $295 million

• Net income decreased 21% to $10 million

• Adjusted EBITDA (Non-GAAP) decreased 12% to $43 million

Year-to-Date 2017 Highlights

• Net sales decreased 3% to $1,013 million

• Net income increased 30% to $54 million

• Adjusted EBITDA (Non-GAAP) increased 9% to $181 million

• Cash flow from operating activities decreased 10% to $117 million

• Free cash flow (Non-GAAP) decreased 18% to $80 million

Joe Chlapaty, Chairman and Chief Executive Officer of ADS commented, “Our results for the third quarter came in as expected, with continued softness in the domestic Ag market, lower sales in the Canadian Ag market and a relatively flat domestic construction market. In spite of these market headwinds, we are pleased with our overall performance during the quarter as we continued to outpace the overall construction market while generating strong profits and cash flow. On a year-to-date basis, we have generated solid growth of 5% in our non-residential end market, and continue to see double digit growth of our HP Pipe as well as strong growth in our Allied products.”

Chlapaty continued, “Overall, we continue to feel confident in our ability to drive above-market growth and healthy profitability for fiscal year 2017 and beyond. Importantly, we are taking steps to drive additional shareholder value, including our newly authorized share repurchase program, the PTI acquisition as well as our continued investments in product innovation as shown through our new HPXR product. We are also continuing to review our manufacturing footprint to identify investments and other actions we can take to lower our overhead costs and improve our efficiency while maintaining our commitment to excellent customer service.”

Third Fiscal Quarter 2017 Results

Net sales decreased $18.1 million, or 5.8%, to $294.7 million for the fiscal third quarter 2017, compared to $312.8 million in the prior fiscal third quarter. The decrease in net sales was primarily due to continued softness in domestic and the Canadian agriculture markets.

Gross profit decreased $5.4 million, or 7.2%, to $69.4 million for the fiscal third quarter 2017, compared to $74.8 million in the prior fiscal third quarter. As a percentage of net sales, gross profit decreased slightly to 23.6%, compared to 23.9%, in the prior fiscal third quarter. The decrease in gross profit was due primarily to the decrease in net sales volume.

The Company reported Adjusted EBITDA (Non-GAAP) of $43.4 million in the fiscal third quarter 2017 compared to Adjusted EBITDA of $49.5 million in the prior fiscal third quarter, a decrease of 12.4%. As a percentage of net sales, Adjusted EBITDA decreased to 14.7% for the fiscal third quarter 2017 compared to 15.8% in the prior fiscal third quarter. The decrease in Adjusted EBITDA was largely attributed to the same factors mentioned above in addition to an increase in selling, general and administrative costs.

Adjusted Earnings Per Fully Converted Share (Non-GAAP) for the fiscal third quarter 2017 was $0.16 per share based on weighted average fully converted shares of 73.4 million, decreased from an Adjusted Earnings Per Fully Converted Share of $0.22 per share for the prior fiscal third quarter.

A reconciliation of GAAP to Non-GAAP financial measures for Adjusted EBITDA, Free Cash Flow and Adjusted Earnings Per Fully Converted Share has been provided in the financial statement tables included in this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”

For the nine months ended December 31, 2016, the Company recorded net cash provided by operating activities of $116.6 million compared to $129.4 million for the same period last year. Net debt (total debt and capital lease obligations net of cash) was $370.0 million as of December 31, 2016, a decrease of $32.3 million from December 31, 2015.

Fiscal Year 2017 Outlook

Based on current visibility, backlog of existing orders and business trends, the Company has confirmed its net sales and Adjusted EBITDA targets for fiscal 2017. Net sales are expected to be in the range of $1.225 billion to $1.250 billion with Adjusted EBITDA between $190 and $210 million for fiscal year 2017.

Webcast Information

The Company will host an investor conference call and webcast on Thursday, February 9, 2017 at 10:00 a.m. Eastern Time. The live call can be accessed by dialing 1-866-450-8367 (US toll-free) or 1-412-317-5465 (international) and asking to be connected to the Advanced Drainage Systems, Inc. call. The live webcast will also be accessible via the “Events Calendar” section of the Company’s Investor Relations website, www.investors.ads-pipe.com. An archived version of the webcast will be available for 90 days following the call.

About ADS

ADS is the leading manufacturer of high performance thermoplastic corrugated pipe, providing a comprehensive suite of water management products and superior drainage solutions for use in the construction and infrastructure marketplace. Its innovative products are used across a broad range of end markets and applications, including non-residential, residential, agriculture and infrastructure applications. The Company has established a leading position in many of these end markets by leveraging its national sales and distribution platform, its overall product breadth and scale and its manufacturing excellence. Founded in 1966, the Company operates a global network of 63 manufacturing plants and 31 distribution centers. To learn more about the ADS, please visit the Company’s website at www.ads-pipe.com.

Forward Looking Statements

Certain statements in this press release may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating

thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; 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, including competition from both manufacturers of high performance thermoplastic corrugated pipe and manufacturers of products using alternative materials; our ability to continue to convert current demand for concrete, steel and PVC pipe products into demand for our high performance thermoplastic corrugated pipe and Allied Products; the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Financial Statements

ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
(Amounts in thousands, except per share data)	2016			2015			2016			2015
Net sales	$	294,716		$	312,827		$	1,013,077		$	1,045,280
Cost of goods sold		225,275			237,985			756,518			809,432
Gross profit		69,441			74,842			256,559			235,848
Operating expenses:
Selling		21,292			21,580			68,732			65,401
General and administrative		22,719			20,450			78,429			64,808
Loss (gain) on disposal of assets and costs from exit and disposal activities		2,138			(603	)		3,077			558
Intangible amortization		2,116			2,182			6,431			7,049
Income from operations		21,176			31,233			99,890			98,032
Other expense:
Interest expense		4,221			4,723			13,551			13,956
Derivative (gains) losses and other (income) expense, net		(772	)		2,561			(5,543	)		18,333
Income before income taxes		17,727			23,949			91,882			65,743
Income tax expense		5,986			10,090			35,528			23,156
Equity in net loss of unconsolidated affiliates		1,483			917			2,394			935
Net income		10,258			12,942			53,960			41,652
Less net income (loss) attributable to noncontrolling interest		1,205			(189	)		2,900			4,481
Net income attributable to ADS		9,053			13,131			51,060			37,171
Accretion of Redeemable noncontrolling interest		(399	)		(329	)		(1,141	)		(586	)
Dividends to Redeemable convertible preferred stockholders		(407	)		(349	)		(1,247	)		(1,082	)
Dividends paid to unvested restricted stockholders		(32	)		(6	)		(86	)		(18	)
Net income available to common stockholders and participating securities		8,215			12,447			48,586			35,485
Undistributed income allocated to participating securities		(503	)		(1,016	)		(4,066	)		(2,965	)
Net income available to common stockholders	$	7,712		$	11,431		$	44,520		$	32,520
Weighted average common shares outstanding:
Basic		54,557			54,133			54,354			53,880
Diluted		55,167			55,402			55,156			55,191
Net income per share:
Basic	$	0.14		$	0.21		$	0.82		$	0.60
Diluted	$	0.14		$	0.21		$	0.81		$	0.59
Cash dividends declared per share	$	0.06		$	0.05		$	0.18		$	0.15

ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited)

	As of:
(Amounts in thousands)	December 31, 2016			March 31, 2016
ASSETS
Current assets:
Cash	$	12,097		$	6,555
Receivables		154,576			186,883
Inventories		222,631			230,466
Deferred income taxes and other current assets		5,482			15,658
Total current assets		394,786			439,562
Property, plant and equipment, net		393,480			391,744
Other assets:
Goodwill		100,441			100,885
Intangible assets, net		53,457			59,869
Other assets		45,002			45,256
Total assets	$	987,166		$	1,037,316
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of debt obligations	$	36,717		$	35,870
Current maturities of capital lease obligations		20,367			19,231
Accounts payable		71,362			119,606
Current portion of liability-classified stock-based awards		11,104			10,118
Other accrued liabilities		56,720			65,099
Accrued income taxes		20,406			2,260
Total current liabilities		216,676			252,184
Long-term debt obligation		269,388			312,214
Long-term capital lease obligations		55,601			56,809
Deferred tax liabilities		52,159			63,952
Other liabilities		31,070			37,921
Total liabilities		624,894			723,080
Mezzanine equity:
Redeemable convertible preferred stock		303,849			310,240
Deferred compensation — unearned ESOP shares		(200,180	)		(205,664	)
Redeemable noncontrolling interest in subsidiaries		8,968			7,171
Total mezzanine equity		112,637			111,747
Stockholders’ equity:
Common stock		12,393			12,393
Paid-in capital		749,684			739,097
Common stock in treasury, at cost		(437,990	)		(440,995	)
Accumulated other comprehensive loss		(27,039	)		(21,261	)
Retained deficit		(61,729	)		(101,778	)
Total ADS stockholders’ equity		235,319			187,456
Noncontrolling interest in subsidiaries		14,316			15,033
Total stockholders’ equity		249,635			202,489
Total liabilities, mezzanine equity and stockholders’ equity	$	987,166		$	1,037,316

ADVANCED DRAINAGE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended December 31,
(Amounts in thousands)	2016			2015
Cash Flow from Operating Activities	$	116,631		$	129,441
Cash Flows from Investing Activities
Capital expenditures		(36,504	)		(31,474	)
Purchases of property, plant and equipment through financing		(4,116	)		—
Cash paid for acquisitions, net of cash acquired		—			(3,188	)
Proceeds from note receivable to related party		—			3,854
Issuance of note receivable to related party		—			(3,854	)
Other investing activities		(801	)		(741	)
Net cash used in investing activities		(41,421	)		(35,403	)
Cash Flows from Financing Activities
Proceeds from Revolving Credit Facility		315,400			322,700
Payments on Revolving Credit Facility		(329,400	)		(378,300	)
Payments on Term Loan		(7,500	)		(6,250	)
Payments on Senior Notes		(25,000	)		—
Equipment financing		4,116			—
Proceeds from notes, mortgages, and other debt		—			6,563
Payments on notes, mortgages, and other debt		(650	)		(7,183	)
Payments on capital lease obligation		(16,373	)		(14,906	)
Cash dividends paid		(11,011	)		(12,671	)
Proceeds from exercise of stock options		2,687			848
Other financing activities		(1,339	)		(617	)
Net cash used in financing activities		(69,070	)		(89,816	)
Effect of exchange rate changes on cash		(598	)		(1,433	)
Net change in cash		5,542			2,789
Cash at beginning of period		6,555			3,623
Cash at end of period	$	12,097		$	6,412

Selected Financial Data

The following tables set forth net sales by reportable segment for the three and nine months ended December 31, 2016 and 2015, respectively.

	Three Months Ended							Nine Months Ended
(Amounts in thousands,	December 31,				%			December 31,				%
except percentages)	2016		2015		Variance			2016		2015		Variance
Net sales
Domestic
Pipe	$	182,061	$	196,162		-7.2	%	$	627,397	$	654,987		-4.2	%
Allied Products		72,251		70,588		2.4	%		251,451		237,228		6.0	%
Total domestic		254,312		266,750		-4.7	%		878,848		892,215		-1.5	%
International
Pipe		32,550		34,451		-5.5	%		105,832		121,368		-12.8	%
Allied Products		7,854		11,626		-32.4	%		28,397		31,697		-10.4	%
Total international		40,404		46,077		-12.3	%		134,229		153,065		-12.3	%
Consolidated
Pipe		214,611		230,613		-6.9	%		733,229		776,355		-5.6	%
Allied Products		80,105		82,214		-2.6	%		279,848		268,925		4.1	%
Total net sales	$	294,716	$	312,827		-5.8	%	$	1,013,077	$	1,045,280		-3.1	%

Non-GAAP Financial Measures

This press release contains financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). ADS management uses non-GAAP measures in its analysis of the Company’s performance. Investors are encouraged to review the reconciliation of non-GAAP financial measures to the comparable GAAP results available in the accompanying tables.

Reconciliation of Non-GAAP Financial Measures

This press release includes references to Adjusted EBITDA, Free Cash Flow and Adjusted Earnings Per Fully Converted Share, all non-GAAP financial measures. These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP. These measures are not intended to be substitutes for those reported in accordance with GAAP. Adjusted EBITDA, Free Cash Flow, and Adjusted Earnings per Fully Converted Share may be different from non-GAAP financial measures used by other companies, even when similar terms are used to identify such measures.

Adjusted EBITDA is a non-GAAP financial measure that comprises net income before interest, income taxes, depreciation and amortization, stock-based compensation, non-cash charges and certain other expenses. The Company’s definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Adjusted EBITDA is a key metric used by management and the Company’s board of directors to assess financial performance and evaluate the effectiveness of the Company’s business strategies. Accordingly, management believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as the Company’s management and board of directors. In order to provide investors with a meaningful reconciliation, the Company has provided below reconciliations of Adjusted EBITDA to net income.

Free Cash Flow is a non-GAAP financial measure that comprises cash flow from operating activities less capital expenditures. Free Cash Flow is a measure used by management and the Company’s board of directors to assess the Company’s ability to generate cash. Accordingly, management believes that Free Cash Flow provides useful information to investors and others in understanding and evaluating our ability to generate cash flow from operations after capital expenditures. In order to provide investors with a meaningful reconciliation, the Company has provided below a reconciliation of cash flow from operating activities to Free Cash Flow.

Adjusted Earnings Per Fully Converted Share is a non-GAAP measure that is calculated by adjusting our Net income per share – Basic, the most comparable GAAP measure. To effect this adjustment with respect to Net income available to common stockholders, we have (1) removed the accretion of Redeemable noncontrolling interest in subsidiaries, (2) added back the dividends to Redeemable convertible preferred stockholders and dividends paid to unvested restricted stockholders, (3) made corresponding adjustments to the amount allocated to participating securities under the two class earnings per share computation method, and (4) added back ESOP deferred compensation attributable to the shares of Redeemable convertible preferred stock allocated to employee ESOP accounts during the applicable period, which is a non-cash charge to our earnings. We have also made adjustments to the weighted average common shares outstanding – Basic to assume (1) share conversion of the Redeemable convertible preferred stock outstanding shares to common stock and (2) add shares of outstanding unvested restricted stock. Adjusted Earnings Per Fully Converted Share (non-GAAP) is a key metric used by management and our board of directors to assess our financial performance. This information is useful to investors as the preferred shares held by the ESOP are required to be distributed to our employees over time, which is done in the form of common stock after the conversion of the preferred shares. As such, this measure is included because it provides investors with information to understand the impact on the financial statements once all preferred shares are converted and distributed.

The following tables present a reconciliation of Adjusted EBITDA to Net Income, Free Cash Flow to Cash Flow from Operating Activities, and Adjusted Earnings Per Fully Converted Share to Net income per share – Basic, the most comparable GAAP measures, for each of the periods indicated:

Reconciliation of Adjusted EBITDA to Net Income

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
(Amounts in thousands)	2016			2015			2016			2015
Net income	$	10,258		$	12,942		$	53,960		$	41,652
Depreciation and amortization		18,029			17,302			54,065			52,053
Interest expense		4,221			4,723			13,551			13,956
Income tax expense		5,986			10,090			35,528			23,156
EBITDA		38,494			45,057			157,104			130,817
Derivative fair value adjustments		(2,237	)		(1,784	)		(11,297	)		7,750
Foreign currency translation (gains) losses		(601	)		569			(1,678	)		735
Loss (gain) on disposal of assets and costs from exit and disposal activities		2,138			(603	)		3,077			558
Unconsolidated affiliates interest, tax, depreciation and amortization		469			632			2,049			2,270
Contingent consideration remeasurement		(15	)		14			42			114
Stock-based compensation (benefit) expense		(3,413	)		(5,206	)		2,699			(2,994	)
ESOP deferred stock-based compensation		2,323			3,125			7,428			9,375
(Benefit) expense related to executive termination payments		(170	)		94			(12	)		258
Restatement-related costs		6,406			7,618			21,391			16,328
Loss related to BaySaver acquisition		—			—			—			490
Adjusted EBITDA	$	43,394		$	49,516		$	180,803		$	165,701

Reconciliation of Segment Adjusted EBITDA to Net Income

	Three Months Ended December 31,
	2016						2015
(Amounts in thousands)	Domestic			International			Domestic			International
Net income (loss)	$	7,233		$	3,025		$	13,846		$	(904	)
Depreciation and amortization		15,911			2,118			15,221			2,081
Interest expense		4,127			94			4,606			117
Income tax expense		5,342			644			7,196			2,894
EBITDA		32,613			5,881			40,869			4,188
Derivative fair value adjustments		(2,237	)		—			(1,733	)		(51	)
Foreign currency translation (gains) losses		—			(601	)		—			569
Loss (gain) on disposal of assets and costs from exit and disposal activities		1,258			880			(546	)		(57	)
Unconsolidated affiliates interest, tax, depreciation and amortization		275			194			223			409
Contingent consideration remeasurement		(15	)		—			14			—
Stock-based compensation benefit		(3,413	)		—			(5,206	)		—
ESOP deferred stock-based compensation		2,323			—			3,125			—
(Benefit) expense related to executive termination payments		(170	)		—			94			—
Restatement-related costs		6,406			—			7,618			—
Adjusted EBITDA	$	37,040		$	6,354		$	44,458		$	5,058

	Nine Months Ended December 31,
	2016						2015
(Amounts in thousands)	Domestic			International			Domestic			International
Net income	$	43,704		$	10,256		$	28,067		$	13,585
Depreciation and amortization		47,418			6,647			45,626			6,427
Interest expense		13,236			315			13,544			412
Income tax expense		31,319			4,209			20,725			2,431
EBITDA		135,677			21,427			107,962			22,855
Derivative fair value adjustments		(11,297	)		—			7,768			(18	)
Foreign currency translation (gains) losses		—			(1,678	)		—			735
Loss (gain) on disposal of assets and costs from exit and disposal activities		2,040			1,037			795			(237	)
Unconsolidated affiliates interest, tax, depreciation and amortization		826			1,223			769			1,501
Contingent consideration remeasurement		42			—			114			—
Stock-based compensation expense (benefit)		2,699			—			(2,994	)		—
ESOP deferred stock-based compensation		7,428			—			9,375			—
(Benefit) expense related to executive termination payments		(12	)		—			258			—
Restatement-related costs		21,391			—			16,328			—
Loss related to BaySaver acquisition		—			—			490			—
Adjusted EBITDA	$	158,794		$	22,009		$	140,865		$	24,836

Reconciliation of Free Cash Flow to Cash flow from Operating Activities

	Nine Months Ended
	December 31,
(Amounts in thousands)	2016			2015
Cash flow from operating activities	$	116,631		$	129,441
Capital expenditures		(36,504	)		(31,474	)
Free cash flow	$	80,127		$	97,967

Reconciliation of Adjusted Earnings Per Fully Converted Share (non-GAAP) to Net Income per Share - Basic

	Three Months Ended				Nine Months Ended
	December 31,				December 31,
(Amounts in thousands, except per share data)	2016		2015		2016		2015
Net income available to common stockholders	$	7,712	$	11,431	$	44,520	$	32,520
Weighted average common shares outstanding - Basic		54,557		54,133		54,354		53,880
Net income per share – Basic		0.14		0.21		0.82		0.60
Adjustments to net income available to common stockholders:
Accretion of Redeemable non-controlling interest in subsidiaries		399		329		1,141		586
Dividends to Redeemable convertible preferred stockholders		407		349		1,247		1,082
Dividends paid to unvested restricted stockholders		32		6		86		18
Undistributed income allocated to participating securities		503		1,016		4,066		2,965
Total adjustments to net income available to common stockholders		1,341		1,700		6,540		4,651
Net income attributable to ADS	$	9,053	$	13,131	$	51,060	$	37,171
Adjustments to net income attributable to ADS:
Fair value of ESOP compensation related to Redeemable convertible preferred stock		2,325		3,125		7,428		9,375
Adjusted net income — (Non-GAAP)	$	11,378	$	16,256	$	58,488	$	46,546
Weighted Average Common Shares Outstanding — Basic		54,557		54,133		54,354		53,880
Adjustments to weighted average common shares outstanding — Basic
Unvested restricted shares		55		114		63		126
Redeemable convertible preferred shares		18,774		19,257		18,913		19,484
Weighted Average Fully Converted Common Shares (Non-GAAP)		73,386		73,504		73,330		73,490
Adjusted Earnings per Fully Converted Share (Non-GAAP)	$	0.16	$	0.22	$	0.80	$	0.63

For more information, please contact:

Michael Higgins

(614) 658-0050

Mike.higgins@ads-pipe.com

EX-99.2

Third Quarter Fiscal 2017 Financial Results Exhibit 99.2

Management Presenters Joe Chlapaty Chairman and Chief Executive Officer Scott Cottrill Executive Vice President, Chief Financial Officer, Secretary and Treasurer Mike Higgins Director, Investor Relations & Business Strategy *

Safe Harbor and Non-GAAP Financial Metrics Certain statements in this presentation may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, but are not limited to, statements regarding the anticipated timing for the issuance of additional historic and future financial information and related filings. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; 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, including competition from both manufacturers of high performance thermoplastic corrugated pipe and manufacturers of products using alternative materials; our ability to continue to convert current demand for concrete, steel and PVC pipe products into demand for our high performance thermoplastic corrugated pipe and Allied Products; the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise during the course of the Company’s ongoing accounting review that would require the Company to make additional adjustments or revisions or to restate further the financial statements and other financial data for certain prior periods and any future periods; a conclusion that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) were ineffective; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected; additional uncertainties related to accounting issues generally and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. This presentation includes certain non-GAAP financial measures to describe the Company’s performance. The reconciliation of those measures to GAAP measures are provided within the appendix of the presentation. Those disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. *

Third quarter net sales decline as expected due primarily to continued weakness in domestic and Canadian Ag markets. 1 Q3 2017 Highlights 2 3 4 Continued track record of delivering above market growth in non-residential construction. Benefit from lower resin cost offset by lower volume. Favorable cash flow generation supporting debt reduction, growth investments and cash returns to shareholders. *

Introducing HPXR 75 Higher stiffness for demanding installations (75 pii). Yields significant cost benefits for customers. Enables significant inroads in infrastructure and public construction markets, particularly for large diameter pipe. Enhanced installation benefits. HPXR 75 represents significant opportunity to increase market share in large diameter pipe market 30” – 60” High-Performance Fiber Reinforced Polypropylene Pipe *

Fiscal Year-to-Date Financial Performance Revenue Gross Margin Adjusted EBITDA Margin Despite lower revenues, earnings exceeded the prior year driven by disciplined pricing and a favorable cost environment. FY 2017 FY 2016 FY 2017 FY 2016 FY 2017 FY 2016 - 3.1% +270 bps +190 bps (USD, in millions) $1,045 Revenue Adjusted EBITDA Margin YTD FY16 15.9% Price/Material Costs 3.0% Transportation, Other Operations (0.5)% SG&A (0.7)% Other 0.1% YTD FY17 17.8% *

Q3 2017 Financial Performance Revenue Gross Margin Adjusted EBITDA Margin Despite lower revenues, strong earnings driven by disciplined pricing and a favorable cost environment. Q3 2017 Q3 2016 Q3 2017 Q3 2016 Q3 2017 Q3 2016 - 5.8% - 30 bps - 110 bps (USD, in millions) $313 Revenue Adjusted EBITDA Margin Q3 FY16 15.8% Price/Material Costs 1.4% Transportation, Other Operations (1.6)% SG&A (0.6)% Other (0.3)% Q3 FY17 14.7% *

Q3 2016 Q3 2017 Q3 2017 Domestic End Market Performance Non-Residential Infrastructure Residential Agriculture 3Q performance impacted by slower Ag market and lower growth in our construction end markets. + 4% - 1% - 4% Pipe +2% Allied Products +7% Retail (7%) New residential construction +6% Pipe (7%) Allied Products +8% - 27% *

Nine months ended December 31, 2015 Nine months ended December 31, 2016 Free Cash Flow¹ Free Cash Flow Performance % of Sales 2.7% 3.5% All figures in USD, mm Working Capital² CapEx Net Debt³ $31 $37 $402 $370 $297 $306   FY 2017 FY 2016 Change Adjusted EBITDA $181 $166 $15 Working Capital $(23) $10 $(33) Cash Tax $(4) $(25) $21 Cash Interest $(13) $(14) $1 Restatement related costs $(24) $(15) $(9) Other $0 $7 $(7) Cash flow from operating activities $117 $129 $(12) Cap Ex $(37) $(31) $(6) FCF $80 $98 $(18)     1Operating Cash Flow less CapEx (see appendix for GAAP/non-GAAP reconciliation) 2Inventory, Accounts Receivable, Accounts Payable 3Total debt less cash (includes capital leases) 2.43x Leverage 1.94x Leverage *

Capital Structure and Deployment Priorities Cash and Leverage Cash Flow from Operations Sources Uses Top priorities for FY2017 include: completion of new manufacturing facility in Harrisonville, MO to serve a growing market, expanding HP production capacity as well as non-virgin material initiatives “Bolt on” strategic acquisitions similar to the recently announced PTI acquisition Focus M&A activity on complementary products and geographic footprint Continue quarterly dividend Consider opportunistic share repurchases as part of our recently announced $50 million share repurchase program Maintain leverage ratio of 2x to 3x Current leverage ratio of 1.94 (includes ~$76 million of capital lease obligations) Capital Expenditures M&A Shareholder Returns Debt Repayment *

FY2017 Financial Outlook Key Metric FY 2016 FY 2017 Y-o-Y Change Comments Net Sales (in Billions) $1,291 $1,225 - $1,250 Down 3% to 5% Driven by softer domestic construction market and further weakness in Ag and Mexico Adj. EBITDA (in Millions) $187 $190 - $210 Up 2% to 12% Favorable resin costs offset by volume decline and modest price erosion Adj. EBITDA Margin 14.5% 15.5% - 16.8% +100 to +230 basis points Maintain healthy margins despite net sales weakness Fiscal Year 2017 Expectations *

Market FY2017 Outlook FY2018 Outlook Comments Domestic Construction End Markets ADS anticipates LSD to MSD growth in our domestic construction markets Agriculture End Market Softness expected to continue throughout FY2018 International End Market Modest improvement expected in Mexico, contingent on political environment; Canada expected to be flat due to weaker Ag market, offsetting growth in construction markets Key Net Sales Drivers –Market Outlook Market Outlook 10-15% 20-25% 0-2% LSD to MSD LSD to MSD LSD *

Q&A Session *

Closing Remarks Strong results in non-residential and new residential construction markets 1 2 3 Generated double digit growth in HP Pipe sales as well as solid growth in Allied products Focused on accelerating growth through innovation and M&A 4 Committed to returning excess cash to shareholders through dividend and recently authorized share repurchase program. *

Appendix *

EBITDA Reconciliation ___________________________ EBITDA as net income before interest, taxes, depreciation and amortization Adjusted EBITDA as EBITDA before stock based compensation expense, non-cash charges and certain other expenses Three Months Ended Nine Months Ended December 31, December 31, (Amounts in thousands) 2016   2015 2016   2015 Net income $ 10,258 $ 12,942 $ 53,960 $ 41,652 Depreciation and amortization 18,029 17,302 54,065 52,053 Interest expense 4,221 4,723 13,551 13,956 Income tax expense 5,986 10,090 35,528 23,156 EBITDA(1) 38,494 45,057 157,104 130,817 Derivative fair value adjustments (2,237) (1,784) (11,297) 7,750 Foreign currency translation (gains) losses (601) 569 (1,678) 735 Loss (gain) on disposal of assets and costs from exit and disposal activities 2,138 (603) 3,077 558 Unconsolidated affiliates interest, tax, depreciation and amortization 469 632 2,049 2,270 Contingent consideration remeasurement (15) 14 42 114 Stock-based compensation (benefit) expense (3,413) (5,206) 2,699 (2,994) ESOP deferred stock-based compensation 2,323 3,125 7,428 9,375 (Benefit) expense related to executive termination payments (170)   94   (12)   258 Restatement-related costs 6,406 7,618 21,391 16,328 Loss related to BaySaver acquisition - - - 490 Adjusted EBITDA(2) $ 43,394 $ 49,516 $ 180,803 $ 165,701 *

Free Cash Flow Reconciliation Nine Months Ended December 31, (Amounts in thousands) 2016   2015 Cash flow from operating activities $ 116,631 $ 129,441 Capital expenditures (36,504) (31,474) Free Cash Flow $ 80,127 $ 97,967 *

EX-99.3

Exhibit 99.3

ADVANCED DRAINAGE SYSTEMS ANNOUNCES STOCK REPURCHASE PROGRAM

HILLIARD, Ohio – (February 9, 2017) – Advanced Drainage Systems, Inc. (“ADS”) (NYSE:WMS), a leading global manufacturer of water management products and solutions for commercial, residential, infrastructure and agricultural applications, today announced that its Board of Directors has authorized a stock repurchase program for the repurchase of up to $50 million in shares of the Company’s common stock.

Repurchases of shares will be made in accordance with applicable securities laws. The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or terminated at any time at the Company’s discretion. As of January 31, 2017, the Company had 55,113,227 shares of common stock outstanding.

About ADS

Advanced Drainage Systems (ADS) is the leading manufacturer of high performance thermoplastic corrugated pipe, providing a comprehensive suite of water management products and superior drainage solutions for use in the construction and infrastructure marketplace. Its innovative products are used across a broad range of end markets and applications, including non-residential, residential, agriculture and infrastructure applications. The Company has established a leading position in many of these end markets by leveraging its national sales and distribution platform, its overall product breadth and scale and its manufacturing excellence. Founded in 1966, the Company operates a global network of 63 manufacturing plants and 31 distribution centers. To learn more about the ADS, please visit the Company’s website at www.ads-pipe.com.

Forward Looking Statements

Certain statements in this press release may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; 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, including competition from both manufacturers of high performance thermoplastic corrugated pipe and manufacturers of products using alternative materials; our ability to continue to convert current demand for concrete, steel and PVC pipe products into demand for our high performance thermoplastic corrugated pipe and Allied Products; the effect of weather or seasonality; the

ADVANCED DRAINAGE SYSTEMS, INC. 4640 TRUEMAN BOULEVARD, HILLIARD, OH 43026 TEL: 614 / 658-0050 800 / 733-7473

HTTP://WWW.ADS-PIPE.COM

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; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate further the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected; additional uncertainties related to accounting issues generally and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

For more information, please contact:

Michael Higgins

Director-Investor Relations and Business Strategy

614-658-0050

Mike.Higgins@ads-pipe.com

ADVANCED DRAINAGE SYSTEMS, INC. 4640 TRUEMAN BOULEVARD, HILLIARD, OH 43026 TEL: 614 / 658-0050 800 / 733-7473

HTTP://WWW.ADS-PIPE.COM

EX-99.4

Exhibit 99.4

ADVANCED DRAINAGE SYSTEMS ANNOUNCES QUARTERLY CASH DIVIDEND

HILLIARD, Ohio – (February 9, 2017) – Advanced Drainage Systems, Inc. (NYSE: WMS) (“ADS” or the “Company”), a leading global manufacturer of water management products and solutions for commercial, residential, infrastructure and agricultural applications, today announced that its Board of Directors has approved a quarterly cash dividend to its shareholders in the amount of $0.06 per share.

The quarterly cash dividend of $0.06 per share will be paid on March 15, 2017 to shareholders of record at the close of business on March 1, 2017.

About ADS

Advanced Drainage Systems (ADS) is the leading manufacturer of high performance thermoplastic corrugated pipe, providing a comprehensive suite of water management products and superior drainage solutions for use in the construction and infrastructure marketplace. Its innovative products are used across a broad range of end markets and applications, including non-residential, residential, agriculture and infrastructure applications. The Company has established a leading position in many of these end markets by leveraging its national sales and distribution platform, its overall product breadth and scale and its manufacturing excellence. Founded in 1966, the Company operates a global network of 63 manufacturing plants and 31 distribution centers. To learn more about the ADS, please visit the Company’s website at www.ads-pipe.com.

Forward Looking Statements

Certain statements in this press release may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; 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, including competition from both manufacturers of high performance thermoplastic corrugated pipe and manufacturers of products using

ADVANCED DRAINAGE SYSTEMS, INC. 4640 TRUEMAN BOULEVARD, HILLIARD, OH 43026 TEL: 614 / 658-0050 800 / 733-7473

HTTP://WWW.ADS-PIPE.COM

alternative materials; our ability to continue to convert current demand for concrete, steel and PVC pipe products into demand for our high performance thermoplastic corrugated pipe and Allied Products; the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

For more information, please contact:

Michael Higgins

(614) 658-0050

Mike.Higgins@ads-pipe.com

ADVANCED DRAINAGE SYSTEMS, INC. 4640 TRUEMAN BOULEVARD, HILLIARD, OH 43026 TEL: 614 / 658-0050 800 / 733-7473

HTTP://WWW.ADS-PIPE.COM