WMS Advanced Drainage Systems, Inc.

Risks

• Fluctuations in the price and availability of resins, our principal raw materials, and our inability to obtain adequate supplies of resins from suppliers and pass on resin price increases to customers could adversely affect our business, financial condition, results of operations and cash flows.
• Advanced Drainage Systems, Inc.
• Any disruption or volatility in general business and economic conditions in the markets in which we operate could have a material adverse effect on the demand for our products and services.
• Advanced Drainage Systems, Inc.
• Demand for our products and services could decrease if we are unable to compete effectively, and our success depends largely on our ability to convert current demand for competitive products into demand for our products.
• Advanced Drainage Systems, Inc.
• Our results of operations could be adversely affected by the effects of weather.
• The loss of any of our significant customers could adversely affect our business, financial condition, results of operations and cash flows.
• The majority of our net sales are credit sales which are made primarily to customers whose ability to pay is dependent, in part, upon the economic strength of the industry and geographic areas in which they operate, including recent changes in U.S. tax laws, and the failure to collect monies owed from customers could adversely affect our financial condition.
• Advanced Drainage Systems, Inc.
• As a result of our international operations, we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar foreign anti-corruption laws.
• Conducting a portion of our operations through joint ventures exposes us to risks and uncertainties, many of which are outside of our control, and such risks could have a material adverse effect on our business, financial condition, results of operations and cash flows.
• We may not be able to successfully expand into new product or geographic markets, which could negatively impact our future sales and results of operations.
• Advanced Drainage Systems, Inc.
• We may not achieve the acquisition component of our growth strategy, which could negatively impact our financial condition and results of operations.
• Increased fuel and energy prices, and our inability to obtain sufficient quantities of fuel to operate our in-house delivery fleet, could adversely affect our business, financial condition, results of operations and cash flows.
• We have substantial fixed costs and, as a result, our income from operations is sensitive to changes in our net sales.
• Advanced Drainage Systems, Inc.
• Internally manufacturing our products at our own facilities subjects our business to risks associated with manufacturing processes.
• We provide product warranties that could expose us to claims, which could in turn damage our reputation and adversely affect our business, financial condition, results of operations and cash flows.
• The nature of our business exposes us to construction defect and product liability claims as well as other legal proceedings, which could damage our reputation and adversely affect our business, financial condition, results of operations and cash flows.
• Advanced Drainage Systems, Inc.
• Because our business is working capital intensive, we rely on our ability to manage our supply purchasing and customer credit policies.
• The restatements of our previously issued financial statements and the related claims, investigations and proceedings arising out of the Prior Restatement have been time-consuming and expensive and could expose us to additional risks that would adversely affect our financial position, results of operations and cash flows.
• Our failure to maintain effective disclosure controls and internal control over financial reporting could adversely affect our business, financial position and results of operations.
• Advanced Drainage Systems, Inc.
• The Prior Restatement of our previously issued financial resulted in an investigation by the SEC as well as private litigation, and could result in additional litigation, government investigations and enforcement actions that could have a material adverse impact on our results of operations, financial condition, liquidity and cash flows.
• Advanced Drainage Systems, Inc.
• Our operations are affected by various laws and regulations in the markets in which we operate, and our failure to obtain or maintain approvals by municipalities, state departments of transportation, engineers and developers may affect our results of operations.
• Interruptions in the proper functioning of information technology systems could disrupt operations and cause unanticipated increases in costs, decreases in revenues, or both. The implementation of our technology initiatives could disrupt our operations in the near term, and our technology initiatives might not provide the anticipated benefits or might fail.
• Advanced Drainage Systems, Inc.
• Cybersecurity attacks may threaten our confidential information, disrupt operations and result in harm to our reputation and adversely impact our business and financial performance.
• If we become subject to material liabilities under our self-insured programs, our financial results may be adversely affected. We may see increased costs arising from health care legislation.
• Advanced Drainage Systems, Inc.
• Our success depends upon our ability to control labor costs and to attract, train and retain highly qualified employees and key personnel.
• If we are unable to protect our intellectual property rights, or we infringe on the intellectual property rights of others, our ability to compete could be negatively impacted.
• Advanced Drainage Systems, Inc.
• We could incur significant costs in complying with environmental, health and safety laws or permits or as a result of satisfying any liability or obligation imposed under such laws or permits.
• Advanced Drainage Systems, Inc.
• A change in our product mix could adversely affect our results of operations.
• We may be affected by global climate change or by legal, regulatory or market responses to such potential change.
• Anti-terrorism measures and other disruptions to the raw material supply network could impact our operations.
• We have substantial debt and may incur substantial additional debt, which could adversely affect our financial health, reduce our profitability, limit our ability to obtain financing in the future and pursue certain business opportunities and reduce the value of your investment.
• Advanced Drainage Systems, Inc.
• Despite our current level of indebtedness, we may still be able to incur substantially more debt. This could further exacerbate the risks to our financial condition described above.
• The agreements and instruments governing our debt contain restrictions and limitations that could significantly impact our ability to operate our business and adversely affect the holders of our common stock.
• Advanced Drainage Systems, Inc.
• We may have future capital needs and may not be able to obtain additional financing on acceptable terms.
• We may not be able to satisfy our outstanding obligations upon a change of control.
• Our ability to make future dividend payments, if any, may be restricted.
• Advanced Drainage Systems, Inc.
• Future sales of shares by existing stockholders, including our Employee Stock Ownership Plan, could cause our stock price to decline.
• Advanced Drainage Systems, Inc.
• Our directors, officers and principal stockholders have significant voting power and may take actions that may not be in the best interests of our other stockholders.
• The trustee of our ESOP has certain limited powers to vote a large block of shares on matters presented to stockholders for approval.
• Anti-takeover provisions in our charter documents and Delaware law could discourage, delay or prevent a change in control of us and may affect the trading price of our common stock.
• Advanced Drainage Systems, Inc.
• Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.