WASHINGTON, Nov. 8, 2017 /PRNewswire/ -- The Advisory Board Company (NASDAQ: ABCO) today announced financial results for the third quarter and nine-month period ended September 30, 2017.

Third Quarter Financial Review



    (In millions,
     except per share
     amounts)                    Q3-17       Q3-16            % Change
    -----------------     -----        -----              --------

    Revenue                     $183.1             $200.5              (8.6)%

    Net income                                       0.7                37.5       nm

    Earnings per diluted
     share (EPS)                                    0.02                0.93       nm

    Adjusted Revenue
     (non-GAAP) a                                  182.8               196.8   (7.1)%

    Adjusted EBITDA (non-
     GAAP) a                                        34.5                40.4  (14.4)%

    Adjusted EPS (non-
     GAAP) a                                       $0.27               $0.29  (6.9) %



    a)             Excluded contribution from
                   exited programs and impact of
                   restructuring and other charges
                   for current and prior year
                   periods.

Revenue for the third quarter of 2017 was $183.1 million, compared to $200.5 million for the same quarter a year ago. The Company reported net income for the third quarter of 2017 of $0.7 million, or $0.02 per diluted share, compared to net income of $37.5 million, or $0.93 per diluted share, for the third quarter of 2016. Results for the third quarter of 2017 included $12.8 million in restructuring and strategic alternative-related charges. Results for the third quarter of 2016 included a net gain of $34.7 million from the Company's investment in Evolent Health, Inc.

Adjusted revenue for the third quarter of 2017 was $182.8 million, compared to adjusted revenue of $196.8 million for the same quarter a year ago. Adjusted EBITDA for the third quarter of 2017 was $34.5 million, compared to $40.4 million for the third quarter of 2016. Adjusted EPS was $0.27 for the third quarter of 2017, compared to $0.29 for the third quarter last year.

Nine-Month Financial Review



    (In millions, except per share amounts)  First Nine  First Nine         % Change
                                            Months 2017  Months 2016
    ---                                     -----------  -----------

    Revenue                                       $578.0             $599.6          (3.6)%

    Net income                                                        35.1            55.4   (36.6)%

    Earnings per diluted share (EPS)                                  0.85            1.35        nm

    Adjusted revenue (non-GAAP) b                                    576.7           586.0    (1.6)%

    Adjusted EBITDA (non-GAAP) b                                     123.8           133.4    (7.2)%

    Adjusted EPS (non-GAAP) b                                        $1.11                  $1.19    (6.7)%



    b)               Excluded contribution from
                     exited programs and impact of
                     restructuring and other charges
                     for current and prior year
                     periods.

Revenue for the nine-month period ended September 30, 2017 was $578.0 million, compared to $599.6 million for the nine-month period a year ago. Net income was $35.1 million, or $0.85 per diluted share, for the nine-month period ended September 30, 2017, compared to net income of $55.4 million, or $1.35 per diluted share, for the nine-month period ended September 30, 2016. Results for the nine-month period ended September 30, 2017 included $39.0 million in restructuring and strategic alternative-related charges and a net gain of $46.3 million from the Company's investment in Evolent Health, Inc. Results for the nine-month period ended September 30, 2016 included a net gain of $34.3 million from the Company's investment in Evolent Health, Inc.

Adjusted revenue for the nine-month period ended September 30, 2017 was $576.7 million, compared to adjusted revenue of $586.0 million for the same period a year ago. Adjusted EBITDA for the nine-month period of 2017 was $123.8 million compared to $133.4 million for the nine-month period ended September 30, 2016. Adjusted EPS was $1.11 for the nine-month period ended September 30, 2017, compared to $1.19 for the nine-month period last year.

Financial Guidance and Conference Call

The Company is not updating financial guidance for 2017 and will not host a conference call to discuss its financial results due to its announcement on August 29, 2017 of its entry into a definitive merger agreement and a definitive education purchase agreement to sell its health care and education businesses to Optum and Vista Equity Partners, respectively.

About The Advisory Board Company

The Advisory Board Company is a best practices firm that uses a combination of research, technology, and consulting to improve the performance of approximately 5,700 health care organizations and educational institutions. Headquartered in Washington, D.C., with offices worldwide, The Advisory Board Company forges and finds the best new ideas and proven practices from its network of thousands of leaders, then customizes and hardwires them into every level of member organizations, creating enduring value.

Advisory Board, the health care business of The Advisory Board Company, is a best practices firm that uses a combination of research, technology and consulting to improve the performance of more than 4,400 health care organizations. For more information, visit www.advisory.com.

EAB, the education business of The Advisory Board Company, is a best practices firm that uses a combination of research, technology and services to improve the performance of more than 1,200 educational institutions. For more information, visit www.eab.com.

Non-GAAP Financial Measures

This news release presents information about the Company's historical adjusted revenue, adjusted EBITDA, adjusted net income, and adjusted EPS, which are non-GAAP financial measures provided as a complement to the results provided in accordance with accounting principles generally accepted in the United States of America ("GAAP"). A reconciliation of each of the foregoing historical non-GAAP financial measures to the most directly comparable historical GAAP financial measures is provided in the accompanying tables found at the end of this release for each of the fiscal periods indicated.

Cautionary Statement Regarding Forward-Looking Statements

This communication includes "forward-looking statements" as defined under U.S. federal securities laws, including statements about the definitive agreements pursuant to which the Company will sell its health care and education businesses to Optum and Vista Equity Partners, respectively. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "plan," "project," "should," "will" and similar expressions identify forward-looking statements, which generally are not historical in nature. These statements are based on current plans, estimates and expectations that are subject to risks and uncertainties. We caution that actual results could differ materially from expected results, depending on the outcome of certain factors, including (i) the failure to satisfy the conditions to the completion of the foregoing transactions, including the sale of The Advisory Board Company's education business to Vista Equity Partners, approval of the proposed merger by The Advisory Board Company's stockholders and the receipt of regulatory approvals on the terms expected or on the anticipated schedule; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement or the education purchase agreement; (iii) the occurrence of a material adverse change regarding The Advisory Board Company or its health care business or its education business; (iv) the failure to complete the transactions; (v) the incurrence of operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) that may be greater than expected; (vi) the retention of certain key employees at The Advisory Board Company; (vii) the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transactions; (viii) risks related to the diversion of management attention from ongoing business operations; (ix) the outcome of any legal proceedings that may be instituted against UnitedHealth Group, Optum, The Advisory Board Company or Vista Equity Partners related to the transactions; (x) changes in economic conditions, financial markets, interest rates, political conditions or changes in federal or state laws or regulations; (xi) changes in the market price of Evolent Health, Inc.'s Class A common stock; and (xii) the other factors relating to The Advisory Board Company discussed in "Risk Factors" in its Annual Report on Form 10-K for the most recently ended fiscal year, and in its other filings with the Securities and Exchange Commission (SEC), all of which are available at http://www.sec.gov. The Advisory Board Company does not assume any obligation to update or revise this communication as a result of new information, future events or otherwise, except as otherwise required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.



                                                                                                                                             THE ADVISORY BOARD COMPANY

                                                                                                                                     UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

                                                                                                                                           AND OTHER OPERATING STATISTICS

                                                                                                                                        (In thousands, except per share data)


                                                                                                                                         Three Months Ended                                             Nine Months Ended

                                                                                                                                           September 30,                                                  September 30,
                                                                                                                                           -------------                                                 -------------

                                                                                                                                                              2017                                 2016       % Change                                2017                      2016 % Change
                                                                                                                                                              ----                                 ----       --------                                ----                      ---- --------

     Statements of Income                                                                                                                 (unaudited)                            (unaudited)                                      (unaudited)              (unaudited)

     Revenue (1)                                                                                                                                        $183,126                             $200,455                     -8.6%                 $577,964                  $599,572               -3.6%
                                                                                                                                                        --------                             --------                                           --------                  --------


     Cost of services, excluding depreciation and amortization (1) (2) (3) (4) (5)                                                                        95,849                              104,215                     -8.0%                  296,279                   296,604               -0.1%

     Member relations and marketing (2) (3) (4)                                                                                                           31,359                               32,706                     -4.1%                   97,455                    97,819               -0.4%

     General and administrative (1) (2) (3) (4)                                                                                                           41,416                               32,227                     28.5%                  124,979                    96,274               29.8%

     Depreciation and amortization (1) (6)                                                                                                                20,479                               19,173                      6.8%                   64,458                    57,857               11.4%

          Operating (loss) income                                                                                                                        (5,977)                              12,134                                            (5,207)                   51,018

     Other expense

          Interest expense                                                                                                                               (4,638)                             (4,530)                     2.4%                 (13,868)                 (13,738)               0.9%

          Other (expense) income, net                                                                                                                        436                              (1,516)                  -128.8%                      579                   (2,380)

                                                         Total other expense, net                                                                          (4,202)                             (6,046)                                          (13,289)                 (16,118)
                                                                                                                                                            ------                               ------                                            -------                   -------

          (Loss) income before benefit (provision) for income taxes

            and gain (loss) from equity method investments                                                                                              (10,179)                               6,088                                           (18,496)                   34,900

     Benefit (provision) for income taxes                                                                                                                  3,908                              (3,279)                                             7,313                  (13,812)

     Gains from equity method investments                                                                                                                  6,956                               34,729                                             46,269                    34,284
                                                                                                                                                           -----                               ------                                             ------                    ------

          Net income                                                                                                                                        $685                              $37,538                    -98.2%                  $35,086                   $55,372              -36.6%
                                                                                                                                                            ====                              =======                                            =======                   =======


     Net income per share

                                                         Basic                                                                                               $0.02                                $0.94                    -98.2%                    $0.87                     $1.36              -36.4%

                                                         Diluted                                                                                             $0.02                                $0.93                    -98.2%                    $0.85                     $1.35              -37.3%


     Weighted average common shares outstanding

                                                         Basic                                                                                              40,706                               40,102                      1.5%                   40,517                    40,651               -0.3%

                                                         Diluted                                                                                            41,634                               40,492                      2.8%                   41,381                    40,977                1.0%



     Percentages of Revenue

     Cost of services, excluding depreciation and amortization (1) (2) (3) (4) (5)                                                                         52.3%                               52.0%                                             51.3%                    49.5%

     Member relations and marketing (2) (3) (4)                                                                                                            17.1%                               16.3%                                             16.9%                    16.3%

     General and administrative (1) (2) (3) (4)                                                                                                            22.6%                               16.1%                                             21.6%                    16.1%

     Depreciation and amortization (1) (6)                                                                                                                 11.2%                                9.6%                                             11.2%                     9.6%

     Operating income                                                                                                                                      -3.3%                                6.1%                                             -0.9%                     8.5%

     Net income                                                                                                                                             0.4%                               18.7%                                              6.1%                     9.2%





                                                 (1)    Amounts include exited programs, as follows:


                                                         Revenue                                                                                               279                                3,624                                              1,246                    13,613

                                                         Cost of services                                                                                    1,018                                2,991                                              6,755                    10,969

                                                         General and administrative                                                                              -                                   -                                                 2                         -

                                                         Depreciation and amortization                                                                       1,554                                  531                                              4,666                     1,506


                                                 (2)    Amounts include restructuring and strategic alternative charges, as follows:


                                                         Cost of services                                                                                    1,056                                    -                                             5,395                         -

                                                         Member relations and marketing                                                                        178                                    -                                               568                         -

                                                         General and administrative                                                                         11,601                                    -                                            33,001                         -


                                                 (3)    Amounts include stock-based compensation, as follows:


                                                         Cost of services                                                                                    1,743                                2,443                                              4,830                     7,123

                                                         Member relations and marketing                                                                      1,122                                1,342                                              3,403                     3,843

                                                         General and administrative                                                                          2,741                                4,182                                              8,699                    11,948


                                                 (4)    Amounts include build-to-suit land rent, as follows:


                                                         Cost of services                                                                                      479                                  445                                              1,415                     1,348

                                                         Member relations and marketing                                                                        301                                  329                                                916                       984

                                                         General and administrative                                                                            151                                  157                                                462                       469



                                                 (5)    Amounts include fair value adjustments of acquisition-related earn-out
                                                          liabilities, as follows:


                                                         Cost of services                                                                                     (73)                                 788                                                379                     1,493


                                                 (6)    Amounts include amortization of acquisition-related intangibles, as follows:


                                                         Depreciation and amortization                                                                       6,555                                7,026                                             19,955                    21,425


                                             THE ADVISORY BOARD COMPANY

                                            CONSOLIDATED BALANCE SHEETS

                                                   (In thousands)


                                                            September 30,          December 31,

                                                                              2017                  2016
                                                                              ----                  ----

                                                             (unaudited)

     ASSETS

     Current assets:

     Cash and cash equivalents                                            $151,458               $91,151

     Membership fees receivable, net                                       527,387               605,517

     Prepaid expenses and other current
      assets                                                                27,525                18,965

     Total current assets                                                  706,370               715,633


     Property and equipment, net                                           147,181               171,281

     Construction in progress                                              148,019                63,368

     Intangible assets, net                                                239,745               255,053

     Deferred incentive compensation and
      other charges                                                         52,425                72,178

     Goodwill                                                              737,023               739,507

     Equity method investments                                              20,699                19,858

     Total assets                                                       $2,051,462            $2,036,878
                                                                        ==========            ==========


     LIABILITIES AND STOCKHOLDERS' EQUITY

     Current liabilities:

     Deferred revenue, current                                            $514,516              $564,237

     Accounts payable and accrued
      liabilities                                                           54,652                67,702

     Accrued incentive compensation                                         18,686                25,521

     Debt, current                                                          70,978                49,347

     Total current liabilities                                             658,832               706,807


     Deferred revenue, net of current
      portion                                                              139,021               170,357

     Deferred income taxes                                                  91,352                89,013

     Debt, net of current portion                                          415,902               472,739

     Financing obligation                                                  148,019                63,368

     Other long-term liabilities                                            22,825                17,550

     Total liabilities                                                   1,475,951             1,519,834
                                                                         ---------             ---------


     Stockholders' equity:

     Common stock                                                              408                   402

     Additional paid-in capital                                            805,964               782,399

     Accumulated deficit                                                 (231,878)            (266,218)

     Accumulated other comprehensive income                                  1,017                   461
                                                                             -----                   ---

     Total stockholders' equity                                            575,511               517,044
                                                                           -------               -------


     Total liabilities and stockholders'
      equity                                                            $2,051,462            $2,036,878
                                                                        ==========            ==========


                                                                                                THE ADVISORY BOARD COMPANY

                                                                                     UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                      (In thousands)


                                                                                                                                      Nine Months Ended September 30,
                                                                                                                                     -------------------------------

                                                                                                                                                                     2017      2016
                                                                                                                                                                     ----      ----

     Cash flows from operating activities:

     Net income                                                                                                                                                   $35,086   $55,372

     Adjustments to reconcile net income to net cash provided

     by operating activities:

     Depreciation and amortization                                                                                                                                 64,458    57,857

     Amortization of debt issuance costs                                                                                                                              835       864

     Deferred income taxes                                                                                                                                          5,847   (9,776)

     Excess tax benefit from stock-based awards                                                                                                                     (518)  (3,925)

     Stock-based compensation expense                                                                                                                              16,931    22,914

     Loss on cost method investment                                                                                                                                     -    1,800

     Gains from equity method investments                                                                                                                         (3,957)  (4,605)

     Gain on partial sale of equity method investment                                                                                                            (42,312) (29,679)

     Changes in operating assets and liabilities (net of the effect of acquisition):

     Membership fees receivable                                                                                                                                    78,129  (16,460)

     Prepaid expenses and other current assets                                                                                                                    (8,500)   12,098

     Deferred incentive compensation and other charges                                                                                                             20,396    14,495

     Deferred revenue                                                                                                                                            (81,057) (17,382)

     Accounts payable and accrued liabilities                                                                                                                    (36,989)  (9,898)

     Acquisition-related earn-out payments                                                                                                                          (196)  (1,432)

     Accrued incentive compensation                                                                                                                               (6,836) (17,047)

     Other long-term liabilities                                                                                                                                    3,792     1,263
                                                                                                                                                                    -----     -----

     Net cash provided by operating activities                                                                                                                     45,109    56,459
                                                                                                                                                                   ------    ------


     Cash flows from investing activities:

     Purchases of property and equipment                                                                                                                         (23,224) (34,808)

     Capitalized external-use software development costs                                                                                                          (1,826)  (2,434)

     Cash paid for acquisitions                                                                                                                                         -  (1,900)

     Cash received from partial sale of equity method investment                                                                                                   71,871    48,565
                                                                                                                                                                            ------

     Net cash provided by investing activities                                                                                                                     46,821     9,423
                                                                                                                                                                   ------     -----


     Cash flows from financing activities:

     Proceeds from debt                                                                                                                                                 -   17,000

     Paydown of debt                                                                                                                                             (35,937) (38,562)

     Proceeds from issuance of common stock from exercise of stock options                                                                                          9,980     3,337

     Withholding of shares to satisfy minimum employee tax withholding                                                                                            (5,752)  (3,473)

     Proceeds from issuance of stock under employee stock purchase plan                                                                                               272       370

     Acquisition-related earn-out payments                                                                                                                          (186)  (3,600)

     Excess tax benefits from stock-based awards                                                                                                                        -    3,925

     Purchases of treasury stock                                                                                                                                        - (61,616)

     Net cash used in financing activities                                                                                                                       (31,623) (82,619)
                                                                                                                                                                  -------   -------


     Net increase (decrease) in cash and cash equivalents                                                                                                          60,307  (16,737)

     Cash and cash equivalents, beginning of period                                                                                                                91,151    71,825

     Cash and cash equivalents, end of period                                                                                                                    $151,458   $55,088
                                                                                                                                                                 ========   =======


                                                                                             THE ADVISORY BOARD COMPANY

                                                                      FINANCIAL HIGHLIGHTS AND RECONCILIATION OF NON-GAAP MEASURES (UNAUDITED)

                                                                                        (In thousands, except per share data)



                                                                                                                                             Three Months Ended                Nine Months Ended

                                                                                                                                              September 30,                 September 30,
                                                                                                                                              -------------                 -------------

                                                                                                                                                    2017             2016                   2017        2016
                                                                                                                                                    ----             ----                   ----        ----


    Revenue                                                                                                                                     $183,126         $200,455               $577,964    $599,572

    Less:  Revenue from exited programs                                                                                                              279            3,624                  1,246      13,613

         Adjusted revenue                                                                                                                       $182,847         $196,831               $576,718    $585,959
                                                                                                                                                --------         --------               --------    --------



                                                                                                                                           Three Months Ended             Nine Months Ended

                                                                                                                                              September 30,                 September 30,
                                                                                                                                              -------------                 -------------

                                                                                                                                                    2017             2016                   2017        2016
                                                                                                                                                    ----             ----                   ----        ----


    Net income                                                                                                                                      $685          $37,538                $35,086     $55,372

    (Gains) from equity method investments                                                                                                       (6,956)        (34,729)              (46,269)   (34,284)

    (Benefit) provision for income taxes                                                                                                         (3,908)           3,279                (7,313)     13,812

    Interest expense                                                                                                                               4,638            4,530                 13,868      13,738

    Other expense (income), net                                                                                                                    (436)           1,516                  (579)      2,380

    Depreciation and amortization                                                                                                                 20,479           19,173                 64,458      57,857

    Fair value adjustment to acquisition-related earn-out liabilities                                                                               (73)             788                    379       1,493

    Build-to-suit land rent                                                                                                                          931              931                  2,793       2,801

    Stock-based compensation expense                                                                                                               5,606            7,967                 16,932      22,914

    Loss (income) from exited programs                                                                                                             2,293            (102)                10,177     (1,138)

    Depreciation and amortization from exited programs                                                                                           (1,554)           (531)               (4,666)    (1,506)

    Restructuring and strategic alternative charges                                                                                               12,835                -                38,964           -

         Adjusted EBITDA                                                                                                                         $34,540          $40,360               $123,830    $133,439
                                                                                                                                                 -------          -------               --------    --------


                                                                                               THE ADVISORY BOARD COMPANY

                                                                        FINANCIAL HIGHLIGHTS AND RECONCILIATION OF NON-GAAP MEASURES (UNAUDITED)

                                                                                         (In thousands, except per share data)



                                                                                                                                                 Three Months Ended                Nine Months Ended

                                                                                                                                                  September 30,                 September 30,
                                                                                                                                                  -------------                 -------------

                                                                                                                                                        2017             2016                    2017        2016
                                                                                                                                                        ----             ----                    ----        ----

    Net income                                                                                                                                          $685          $37,538                 $35,086     $55,372

    (Gains) from equity method investments                                                                                                           (6,956)        (34,729)               (46,269)   (34,284)

    Amortization of acquisition-related intangibles                                                                                                    6,555            7,026                  19,955      21,425

    Fair value adjustment to acquisition-related earn-out liabilities                                                                                   (73)             788                     379       1,493

    Loss on cost method investment                                                                                                                         -           1,800                       -      1,800

    Build-to-suit land rent                                                                                                                              931              931                   2,793       2,801

    Stock-based compensation expense                                                                                                                   5,606            7,967                  16,932      22,914

    Loss (income) from exited programs                                                                                                                 2,293            (102)                 10,177     (1,138)

    Restructuring and strategic alternative charges                                                                                                   12,835                -                 38,964           -

    Income tax effects and adjustments                                                                                                              (10,806)         (9,916)               (32,402)   (21,247)

         Adjusted net income                                                                                                                         $11,070          $11,303                 $45,615     $49,136
                                                                                                                                                     -------          -------                 -------     -------


                                                                                                                                               Three Months Ended             Nine Months Ended

                                                                                                                                                  September 30,                 September 30,
                                                                                                                                                  -------------                 -------------

                                                                                                                                                        2017             2016                    2017        2016
                                                                                                                                                        ----             ----                    ----        ----

           Net income per share - diluted                                                                                                              $0.02            $0.93                   $0.85       $1.35

      (Gains) from equity method investments                                                                                                          (0.17)          (0.86)                 (1.12)     (0.84)

      Amortization of acquisition-related intangibles                                                                                                   0.16             0.18                    0.48        0.52

      Fair value adjustment to acquisition-related earn-out liabilities                                                                                    -            0.02                    0.01        0.04

      Loss on cost method investment                                                                                                                       -            0.04                       -       0.04

      Build-to-suit land rent                                                                                                                           0.02             0.02                    0.07        0.07

      Stock-based compensation expense                                                                                                                  0.13             0.20                    0.41        0.56

      Loss (income) from exited programs                                                                                                                0.06                -                   0.25      (0.03)

      Restructuring and strategic alternative charges                                                                                                   0.31                -                   0.94           -

      Income tax effects and adjustments                                                                                                              (0.26)          (0.24)                 (0.78)     (0.52)

         Non-GAAP adjusted earnings per share                                                                                                          $0.27            $0.29                   $1.11       $1.19
                                                                                                                                                       -----            -----                   -----       -----

Non-GAAP Financial Presentation

The non-GAAP financial reconciliation tables present supplemental measures of the Company's performance which have been derived from its consolidated financial information but which are not presented in the Company's consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America, or "GAAP." The Company refers to these financial measures, which are considered "non-GAAP financial measures" under SEC rules as adjusted revenue, adjusted EBITDA, adjusted net income, and non-GAAP earnings per diluted share.

The Company's management team uses these non-GAAP financial measures, together with financial measures prepared in accordance with GAAP, to enhance understanding by investors of core operating performance, as well as for internal forecasting purposes. Management believes that providing information about these non-GAAP financial measures facilitates an assessment by investors of the Company's fundamental operating trends and addresses concerns of investors that various non-cash and other effects included in GAAP measures may obscure such underlying trends. The Company believes that, by highlighting such trends relating to underlying performance, its non-GAAP presentation helps investors to make meaningful period-to-period comparisons of the Company's results.

There are limitations to the Company's use of non-GAAP financial measures. These non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including industry peer companies, may calculate non-GAAP financial measures differently than the Company does, limiting the usefulness of those measures for comparative purposes.

The Company's non-GAAP financial measures exclude the items discussed below. Because the excluded items have a material impact on its financial results, the Company uses non-GAAP financial measures to supplement financial information presented in accordance with GAAP.

Reconciliations of each non-GAAP financial measure to its most directly comparable GAAP financial measure are set forth below. The Company encourages investors and other interested parties to review the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. The discussion below presents information about each of the non-GAAP financial measures and the Company's reasons for excluding the enumerated items from its non-GAAP results. In future fiscal periods, the Company may exclude such items and may incur income and expenses similar to these excluded items. Accordingly, the exclusion of these items and other similar items in the Company's non-GAAP presentation should not be interpreted as implying that these items are non-recurring, infrequent or unusual.

The Company has not reconciled forward-looking non-GAAP measures to forward-looking GAAP measures presented in this press release because the Company is unable to predict, without unreasonable effort, GAAP measures of (i) revenue and loss (income) from exited programs, (ii) fair value adjustments to acquisition-related earn-out liabilities, (iii) restructuring activities, and (iv) gains (losses) from the Company's equity method investments. These items, which could materially affect the computation of such forward-looking GAAP measures, are inherently uncertain and depend on various factors, many of which are outside the Company's control.

Adjusted Net Income and Adjusted Earnings Per Share-Diluted

The Company presents adjusted net income and adjusted earnings per share-diluted to provide investors with a meaningful, consistent comparison of the Company's operating results and trends for the periods presented. Management believes that these measures are also useful to investors by allowing investors to evaluate the Company's operations using the same tools that management uses to evaluate the Company's past performance and prospects for future performance. These two non-GAAP financial measures reflect adjustments based on the exclusion of the following items as well as adjustments for related income tax effects:


    --  Gain (loss) from equity method investments: The Company has excluded its
        proportional share of income (loss) and other gains recorded in
        connection with its equity method investments. Management believes that
        the exclusion of such amounts allows investors to better understand the
        Company's core operating results.
    --  Amortization of acquisition-related intangible assets: Amortization of
        acquisition-related intangible assets consists of amortization of
        customer relationships, developed technology, and trade names.
        Amortization charges for acquired intangible assets are significantly
        affected by the timing and magnitude of the Company's acquisitions, and
        these charges may vary in amount from period to period. The Company
        excludes these charges to facilitate a more meaningful evaluation of its
        current operating performance and comparisons to its past operating
        performance.
    --  Fair value adjustments to acquisition-related earn-out liabilities: The
        Company has excluded the impact of acquisition-related contingent
        consideration non-cash adjustments due to the inherent uncertainty and
        volatility associated with such amounts based on changes in assumptions
        with respect to fair value estimates. The amount and frequency of such
        adjustments are not consistent across transactions and are significantly
        affected by the timing and size of the Company's acquisitions, the
        future outlook of the acquired business, the estimated discount rate,
        and the nature of the transaction consideration.
    --  Build-to-suit land rent: The Company entered into a 16-year lease for
        its new corporate headquarters in December 2015, which is currently
        being constructed in Washington, D.C. The lease has an anticipated start
        date of mid-2019. The Company has concluded that it is the deemed owner
        of the building (for accounting purposes only) during the construction
        period and that the lease qualifies for build-to-suit accounting. The
        Company recognizes expense on a portion of future lease payments that
        are estimated to represent the underlying land lease. The Company
        excludes these costs for purposes of calculating non-GAAP measures
        because the Company believes these costs do not reflect expected future
        operating expenses and do not contribute to a meaningful evaluation of
        the Company's current operating performance or comparisons to the
        Company's operating performance in other periods.
    --  Stock-based compensation expense: Although stock-based compensation is a
        key incentive offered to its employees, the Company evaluates its
        operating results excluding such expense because the expense can vary
        significantly from period to period based on the Company's share price,
        as well as the timing, size and nature of equity awards granted. In
        addition, management believes that the exclusion of this expense
        facilitates the ability of investors to compare the Company's operating
        results with those of other companies, many of which also exclude such
        expense in determining their non-GAAP financial measures.
    --  Restructuring and strategic alternative charges: The Company has
        excluded costs associated with its previously announced restructuring
        plan and its work on strategic alternatives. These costs of its
        restructuring and strategic alternatives plan are primarily related to
        employee termination costs and lease exit costs, as well as legal,
        consulting, and financial advisory fees. The Company excludes these
        restructuring and strategic alternative costs for purposes of
        calculating non-GAAP measures because the Company believes that these
        costs do not reflect expected future operating expenses and do not
        contribute to a meaningful evaluation of the Company's current operating
        performance or comparisons to the Company's operating performance in
        other periods.
    --  Income (loss) from exited programs: The Company has excluded income
        (loss) from programs it has exited or intends to exit in connection with
        its restructuring and strategic alternatives plan. The excluded items
        encompass revenue and costs, including salary and benefits. The Company
        believes that the exclusion of such amounts allows investors to better
        understand the Company's core continuing operations.
    --  Other corporate expenses: The Company has excluded certain other
        expenses that are the result of other, non-comparable events, primarily
        charges associated with the fair valuing of certain equity instruments.
        These events arise outside of the ordinary course of the Company's
        continuing operations. The Company excludes these charges to facilitate
        a more meaningful evaluation of current operating performance and
        comparisons to past operating performance.

Adjusted Revenue

The Company adjusts revenue to exclude the impact of exited programs. Management believes that the adjustments for these items more closely correlate the reported financial measure with the ordinary and ongoing course of the Company's operations.

Adjusted EBITDA

Adjusted EBITDA reflects the adjustments to net income prepared on a GAAP basis, as discussed above, and, to the extent not already subject to such adjustments, excludes expenses related to interest, taxes, depreciation, amortization, gain or loss from exited programs, and restructuring-related charges. Companies exhibit significant variations with respect to capital structure and cost of capital (which affect relative interest expense) and differences in taxation and book depreciation of facilities and equipment (which affect relative depreciation expense), including significant differences in the depreciable lives of similar assets among various companies. By eliminating some of these variations and reflecting the other adjustments, discussed above, management believes that this non-GAAP financial measure allows investors to evaluate more effectively the Company's fundamental operating performance relative to that of other companies.

There are various limitations associated with the non-GAAP financial measures the Company uses, including:


    --  the non-GAAP financial measures generally do not reflect all
        depreciation and amortization, and although the assets being depreciated
        and amortized will in some cases have to be replaced in the future, the
        measures do not reflect any cash requirements for such replacements;
    --  the non-GAAP financial measures do not reflect the expense of equity
        awards to employees; and
    --  the non-GAAP financial measures do not reflect the effect of earnings or
        charges resulting from matters that management considers not indicative
        of the Company's ongoing operations, but which may recur from year to
        year.

Because of their limitations, the Company's non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for revenue, net income, or earnings per diluted share prepared in accordance with GAAP, and should be read only in conjunction with financial information presented on a GAAP basis.

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SOURCE The Advisory Board Company