Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
99.1.
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Press Release dated November 29, 2016 issued by Advanced Drainage Systems, Inc.
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Non-GAAP Financial Measures
This Current Report on Form 8-K includes references to Adjusted EBITDA, a non-GAAP financial measure. This non-GAAP financial measure is used
in addition to and in conjunction with results presented in accordance with GAAP. This measure is not intended to be a substitute for those reported in accordance with GAAP. Adjusted EBITDA 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 Companys 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 Companys board of directors to assess financial performance and evaluate the effectiveness of the Companys
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 Companys management and board of
directors.
Disclosures About Forward-Looking Statements
Certain statements in this Current Report on Form 8-K 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 restatements and expected impact of the Companys accounting adjustments on its financial statements and other financial data for the non-reliance periods and for future periods, and the
anticipated timing of filing of the restated filings. These statements are not historical facts but rather are based on the Companys current expectations, estimates and projections regarding the Companys 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 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 include, but are not limited to, the risk that additional information may arise during the course of the Companys 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 the non-reliance periods and any future periods, any further delay
in the filing of the Companys filings with the SEC or restated filings with the SEC, a conclusion that the Companys 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 Companys disclosure controls, 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 Companys filings with the SEC. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could
have an impact on the forward-looking statements contained in this Current Report on Form 8-K. In light of the significant risks and 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 Companys expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the
Companys 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.