FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS Sample Clauses

FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS. For the six-months ended June 30, 2021 (in thousands) Sales: NovaBay Pharmaceuticals, Inc. DERMAdoctor, LLC Transaction Accounting Adjustments Notes Pro Forma Combined Product revenue, net $ 3,927 $ 2,918 $ (302 ) (f) $ 6,543 Other revenue, net 13 - 13 Total sales, net 3,940 2,918 (302 ) 6,556 Cost of goods sold 1,069 1,108 2,177 Gross Profit 2,871 1,810 (302 ) 4,379 Operating expenses: Research and development 26 - 26 Sales and marketing 3,468 822 (302 ) (f) 3,988 General and administrative expenses 2,756 714 (96 ) (h) 3,374 Amortization of intangibles - - 105 (i) 105 Total operating expenses 6,250 1,536 (294 ) 7,492 Operating net income (loss) (3,379 ) 274 (8 ) (3,113 ) Other income (expense), net 2 250 (78 ) (g) (d) 174 Net income (loss) before provision for income taxes (3,377 ) 524 (86 ) (2,939 ) Provision for income taxes - - - Net Income (loss) and comprehensive net income (loss) $ (3,377 ) $ 524 $ (86 ) $ (2,939 ) Net loss per share (basic) $ (0.08 ) $ (0.07 ) Net loss per share (diluted) $ (0.08 ) $ (0.07 ) Weighted-average shares of common stock (basic) 42,174 42,174 Weighted average shares of common stock (diluted) 42,174 42,174 Unaudited Pro Forma Condensed Combined Statement of Operations For the year ended December 31, 2020 (in thousands) Sales: NovaBay Pharmaceuticals, Inc. DERMAdoctor, LLC Transaction Accounting Adjustments Notes Pro Forma Combined Product revenue, net $ 9,916 $ 8,387 (202 ) (f) $ 18,101 Other revenue, net 18 - 18 Total sales, net 9,934 8,387 (202 ) 18,119 Cost of goods sold 3,970 4,133 8,103 Gross Profit 5,964 4,254 (202 ) 10,016 Operating expenses: Research and development 285 - 285 Sales and marketing 6,173 1,983 (202 ) (f) 7,954 General and administrative expenses 5,932 1,499 7,431 Amortization of intangibles - - 209 (i) 209 Total operating expenses 12,390 3,482 7 15,879 Operating net income (loss) (6,426 ) 772 (209 ) (5,863 ) Non-cash (loss) on changes in fair value of warrant liability (5,216 ) - (5,216 ) Non-cash gain on changes in fair value of embedded derivative liability on changes in fair value of warrant liability 3 - 3 Other income (expense), net 605 (133 ) 316 (g) (d) 788 Net income (loss) before provision for income taxes (11,034 ) 639 107 (10,288 ) Provision for income taxes (5 ) - (5 ) Net Income (loss) and comprehensive net income (loss) $ (11,039 ) $ 639 $ 107 $ (10,293 ) Net loss per share (basic) $ (0.31 ) $ (0.29 ) Net loss per share (diluted) $ (0.31 ) $ (0.29 ) Weighted-average shares of common stoc...
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FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS. For the Year Ended December 31, 2015 (In thousands of U.S. Dollars, except per share data) Historical Spark Major Energy Companies Reclassification Acquisition Adjustments Spark Pro Forma Revenues: — Retail revenues $ 356,659 $ — $ 189,228 (e) $ — $ 545,887 Sale of natural gas and electricity — 189,228 (189,228 ) (e) — — Net asset optimization 1,494 — — — 1,494 Total revenues 358,153 189,228 — — 547,381 Operating expenses: Retail cost of revenues 241,188 — 144,154 (e) (4,111 ) (a) 381,231 Cost of natural gas and electricity — 144,154 (144,154 ) (e) — General and administrative 61,682 — 22,894 (e) 3,200 (b) 87,776 Depreciation and amortization 25,378 — 9,121 (e) 8,477 (c) 42,976 Operating expenses — 32,015 (32,015 ) (e) — Total operating expenses 328,248 176,169 — 7,566 511,983 Operating income (loss) 29,905 13,059 — (7,566 ) 35,398 Other (expense)/income: Interest expense (2,280 ) (468 ) — — (2,748 ) Interest and other income 324 35 — — 359 Total other expenses (1,956 ) (433 ) — — (2,389 ) Income (loss) before income tax expense 27,949 12,626 — (7,566 ) 33,009 Income tax expense 1,974 90 373 (d) 2,437 Net income (loss) 25,975 12,536 — (7,939 ) 30,572 Less: Net income (loss) attributable to non-controlling interests 22,110 — — (6,401 ) (g) 15,709 Net income (loss) attributable to Spark Energy, Inc. stockholders 3,865 12,536 — (1,538 ) 14,863 Other comprehensive income (loss): — Comprehensive income (loss) $ 25,975 $ 12,536 $ — $ (7,939 ) $ 30,572 Net income attributable to Spark Energy, Inc. per share of Class A common stock Basic $ 1.26 N/A $ 4.85 Diluted $ 1.06 N/A $ 1.27 Weighted average shares of Class A common stock Basic 3,064 N/A (f) 3,064 Diluted 3,327 N/A (f) 16,078 Notes to unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015
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FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS. For the Three Months Ended July 3, 2021 ($ in thousands, except share and per share data) RBC Three Months Ended July 3, 2021 Dodge Reclassed Three Months Ended June 30, 2021 (Note 2) Dodge Transaction Accounting Adjustments (Note 5) Transaction Accounting Adjustments - Financing (Note 5) Pro Forma Combined Three Months Ended July 3, 2021 Net sales $ 156,205 $ 166,958 $ - $ - $ 323,163 Cost of sales 92,432 105,570 991 (a) - 198,993 Gross margin 63,773 61,388 (991 ) - 124,170 Operating expenses: Selling, general and administrative 29,802 24,394 - - 54,196 Other, net 3,248 4,595 10,328 (b) - 18,171 Total operating expenses 33,050 28,989 10,328 - 72,367 Operating income 30,723 32,399 (11,319 ) - 51,803 Interest expense, net 319 247 - 12,943 (c) 13,509 Other non-operating (income)/expense (465 ) (190 ) 254 (d) - (401 ) Income before income taxes 30,869 32,342 (11,573 ) (12,943 ) 38,695 Provision for income taxes 4,870 7,988 (2,778 ) (e) (3,106 ) (e) 6,974 Net income $ 25,999 $ 24,354 $ (8,795 ) $ (9,837 ) $ 31,721 Dividends on Preferred Stock - - - (5,000 ) (f) (5,000 ) Net income (loss) available to the stockholders $ 25,999 $ 24,354 $ (8,795 ) $ (14,837 ) $ 26,721 Net income per common share: Basic $ 1.04 (g) $ 0.95 Diluted $ 1.03 (g) $ 0.94 See the accompanying notes to the unaudited pro forma condensed combined financial information
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FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS. Year ended December 31, 2019 (In millions except for share and per share data) Historical PolyOne Historical Clariant MB After Reclassifications (Note 4) Pro Forma Adjustments (Note 6) Eliminations (Note 6) Pro Forma Combined Sales $ 2,862.7 $ 1,127.3 $ — $ (4.2) a $ 3,985.8 Cost of Sales 2,205.5 820.2 14.5 b (4.2) b 3,036.0 Gross Margin 657.2 307.1 (14.5) — 949.8 Selling and administrative expenses 500.4 241.2 19.8 c — 761.4 Operating income 156.8 65.9 (34.3) — 188.4 Interest expense, net (59.5) (11.3) (35.7) d — (106.5) Other income (expense), net 12.1 — (5.6) e — 6.5 Income (loss) from continuing operations before income taxes 109.4 54.6 (75.6) — 88.4 Income tax expense (33.7) (18.2) 22.3 f — (29.6) Net income (loss) from continuing operations 75.7 36.4 (53.3) — 58.8 Net income attributable to noncontrolling interests (0.2) (0.6) — — (0.8) Net income (loss) from continuing operations attributable to common shareholders $ 75.5 $ 35.8 $ (53.3) $ — $ 58.0 Earnings per common share attributable to PolyOne common shareholders: Basic $ 0.98 $ 0.63 Diluted $ 0.97 $ 0.62 Weighted-average shares used to compute earnings per common share: Basic 77.2 15.3 g 92.5 Plus dilutive impact of share-based compensation 0.5 — 0.5 Diluted 77.7 15.3 93.0 See accompanying notes to unaudited pro forma condensed combined financial statements.
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FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS. For Year Ended December 31, 2017 (in thousands, except per share data) Historical For Year Ended December 31, 2017 September 30, 2017 ALTAIR ENGINEERING INC. DATAWATCH CORPORATION Pro Forma Adjustments (Note 4) Pro Forma Combined Revenues: Software $ 244,817 $ 34,524 $ (5,654 ) E 273,687 Software related services 35,397 1,739 (36 ) E 37,100 Total software 280,214 36,263 (5,690 ) 310,787 Client engineering services 46,510 — — 46,510 Other 6,609 — — 6,609 Total revenue 333,333 36,263 (5,690 ) 363,906 Cost of revenue: Software 36,360 4,244 (11 ) F 40,593 Software related services 26,888 — — 26,888 Total software 63,248 4,244 (11 ) 67,481 Client engineering services 38,131 — — 38,131 Other 5,212 — — 5,212 Total cost of revenue 106,591 4,244 (11 ) 110,824 Gross profit 226,742 32,019 (5,679 ) 253,082 Operating expenses: Research and development 93,234 8,888 303 F 102,425 Sales and marketing 79,958 19,024 (211 ) F 98,771 General and administrative 87,979 8,777 (433 ) F 96,323 Amortization of intangible assets 5,448 100 6,648 G 12,196 Other operating income (6,620 ) — — (6,620 ) Total operating expenses 259,999 36,789 6,308 303,096 Operating (loss) income (33,257 ) (4,770 ) (11,986 ) (50,013 ) Interest expense 2,160 — — 2,160 Other (income) expense, net 994 (759 ) — 235 Income (loss) income before income taxes (36,411 ) (4,011 ) (11,986 ) (52,408 ) Income tax expense (benefit) 62,996 (18 ) (376 ) I 62,602 Net (loss) income $ (99,407 ) $ (3,993 ) $ (11,610 ) $ (115,010) Earnings (loss) per share: Basic earnings per share (1.89 ) (2.19 ) Diluted earnings per share (1.89 ) (2.19 ) Weighted average shares used in computing earnings per share: Basic 52,466 52,466 Diluted 52,466 52,466 See accompanying notes to the unaudited pro forma condensed combined financial statements.
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FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS. For the Year Ended December 31, 2021 (in millions, except share and per share data) Avient Historical DSM Protective Materials Historical As Adjusted (Note 2) Transaction Accounting Adjustments (Note 5) Note Financing Adjustments (Note 5) Note Pro Forma Combined Sales $ 4,818.8 $ 401.2 $ - $ - $ 5,220.0 Cost of sales 3,719.2 258.5 50.2 B,C - 4,027.9 Gross margin 1,099.6 142.7 (50.2 ) - 1,192.1 Selling and administrative expense 718.4 74.8 43.8 A,B,E - 837.0 Operating income 381.2 67.9 (94.0 ) - 355.1 Interest expense, net (75.3 ) (7.6 ) 7.6 D (106.4 ) G,H (181.7 ) Other expense, net (1.3 ) (0.8 ) - - (2.1 ) Income before income taxes 304.6 59.5 (86.4 ) (106.4 ) 171.3 Income tax expense (74.0 ) (9.4 ) 19.4 F 26.6 I (37.4 ) Net income 230.6 50.1 (67.0 ) (79.8 ) 133.9 Net loss (income) attributable to noncontrolling interests 0.2 (0.1 ) - - 0.1 Net income attributable to Avient common shareholders $ 230.8 $ 50.0 $ (67.0) $ (79.8) $ 134.0 Earnings per share attributable to Avient common shareholders - Basic: $ 2.53 $ 1.47 Earnings per share attributable to Avient common shareholders - Diluted: $ 2.51 $ 1.45 Weighted-average shares used to compute earnings per common share: Basic 91.4 91.4 Diluted 92.1 92.1 See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information.
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FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS. For the Six Months Ended June 30, 2016 (In thousands of U.S. Dollars, except per share data) Historical Spark Major Energy Companies Reclassification Acquisition Adjustments Spark Pro Forma Revenues: — Retail revenues $ 186,882 $ — $ 89,488 (d) $ — $ 276,370 Sale of natural gas and electricity — 89,488 (89,488 ) (d) — — Net asset optimization (150 ) — — — (150 ) Total revenues 186,732 89,488 — — 276,220 Operating expenses: Retail cost of revenues 106,644 — 66,345 (d) (7,835 ) (a) 165,154 Cost of natural gas and electricity — 66,345 (66,345 ) (d) — General and administrative 33,580 — 13,340 (d) 46,920 Depreciation and amortization 13,033 — 4,140 (d) 3,661 (b) 20,834 Operating expenses — 17,480 (17,480 ) (d) — Total operating expenses 153,257 83,825 — (4,174 ) 232,908 Operating income 33,475 5,663 — 4,174 43,312 Other (expense)/income: Interest expense (1,373 ) (267 ) — — (1,640 ) Total other expenses (1,274 ) (252 ) — — (1,526 ) Income before income tax expense 32,201 5,411 — 4,174 41,786 Income tax expense 5,723 30 — 1,316 (c) 7,069 Net income 26,478 5,381 — 2,858 34,717 Less: Net income attributable to non-controlling interests 19,964 — — 1,853 (f) 21,817 Net income attributable to Spark Energy, Inc. stockholders $ 6,514 $ 5,381 $ — $ 1,005 $ 12,900 Other comprehensive loss, net of tax: Currency translation loss $ (61 ) $ — $ — $ — $ (61 ) Other comprehensive loss (61 ) — — — (61 ) Comprehensive income $ 26,417 $ 5,381 $ — $ 2,858 $ 34,656 Less: Comprehensive income attributable to non-controlling interests 19,931 — — 1,853 (f) 21,784 Comprehensive income attributable to Spark Energy, Inc. stockholders $ 6,486 $ 5,381 $ — $ 1,005 $ 12,872 Net income attributable to Spark Energy, Inc. per share of Class A common stock Basic $ 1.33 N/A $ 2.63 Diluted $ 1.25 N/A $ 1.59 Weighted average shares of Class A common stock Basic 4,899 N/A (e) 4,899 Diluted 14,485 N/A (e) 16,490 Notes to unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2016
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FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS. Historical Pro Forma Adjustments (in thousands, except share and per share amounts) Orbital Energy Group, Inc. Xxxxxx Technical Services, Inc. Front Line Power Construction, LLC Xxxxxx Technical Services, Inc. Front Line Power Construction, LLC Pro Forma Combined For the Nine Months Ended September 30, 2021 For the 2021 period through April 13, 2021 For the Nine Months Ended September 30, 2021 Transaction Accounting Adjustments Transaction Accounting Adjustments Note For the Nine Months Ended September 30, 2021 Revenues $ 56,718 $ 9,072 $ 49,683 $ — $ — $ 115,473 Cost of revenues 55,400 6,328 32,797 36 — 2h 94,561 Gross profit (loss) 1,318 2,744 16,886 (36 ) — 20,912 Operating expenses: Selling, general and administrative expense 43,856 5,067 1,767 — — 50,690 Depreciation and amortization 4,668 74 — 494 — 2g, 2h 5,236 Other operating income (15 ) (6 ) (70 ) — — (91 ) Total operating expenses 48,576 5,135 1,697 494 — 55,902 Income (loss) from operations (47,258 ) (2,391 ) 15,189 (530 ) — (34,990 ) Other income 3,009 1,494 3,248 — — 7,751 Interest expense (3,098 ) (23 ) (33 ) — (15,726 ) 2i (18,880 ) Income (loss) from continuing operations before income taxes (47,347 ) (920 ) 18,404 (530 ) (15,726 ) (46,119 ) Income tax benefit (11,035 ) — — — (11,035 ) Income (loss) from continuing operations, net of income taxes $ (36,312 ) $ (920 ) $ 18,404 $ (530 ) $ (15,726 ) $ (35,084 ) Basic and diluted weighted average common shares outstanding 53,142,557 2,477,506 13,222,440 2j 68,842,503 Loss from continuing operations per common share - basic and diluted $ (0.68 ) $ (0.51 ) See accompanying notes to unaudited pro forma financial statements
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FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS. FOR THE YEAR ENDED DECEMBER 31, 2021 (Unaudited, expressed in United States dollars) For the year ended December 31, 2021 Historical Pro Forma Transaction Accounting Adjustments Augusta Gold Corp. Pro Forma Consolidated Augusta Gold Corp. CR Reward LLC Acquisition Operating expenses General and administrative $ 4,664,565 100,055 - 4,764,620 Lease expense 16,000 - - 16,000 Exploration, evaluation and project expense 7,909,333 161,035 - 8,070,368 Accretion expense 24,747 11,266 - [5(e)] 36,015 Depreciation expense 44,057 - - 44,057 Total operating expenses 12,658,704 272,356 - 12,931,060 Net operating loss (12,658,704 ) (272,356 ) - (12,931,060 ) Financing expense - (16,961 ) - (16,961 ) Revaluation of warrant liability 15,857,500 - - 15,857,500 Foreign currency exchange gain 253,236 - - 253,236 Net income (loss) $ 3,452,032 (289,317 ) - 3,162,715 Weighted average common shares outstanding – basic and diluted 68,251,261 - 7,800,000 [6] 76,051,261 Earnings per common share – basic and diluted $ 0.05 0.04 See accompanying notes to unaudited pro forma condensed combined financial statements AUGUSTA GOLD CORP. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2022 (Unaudited, expressed in United States dollars) Three months ended March 31, 2022 Historical Pro Forma Transaction Accounting Adjustments Augusta Gold Corp. Pro Augusta Gold Corp. CR Reward LLC Acquisition Forma Consolidated Operating expenses General and administrative $ 1,067,879 38,943 - 1,106,822 Exploration, evaluation and project expense 338,639 1,136 - 339,775 Accretion expense 7,099 4,238 - [5(e)] 11,337 Depreciation expense 11,014 - - 11,014 Total operating expenses 1,424,631 44,317 - 1,468,948 Net operating loss (1,424,631 ) (44,317 ) - (1,468,948 ) Financing expense - (4,240 ) - (4,240 ) Revaluation of warrant liability (206,193 ) - - (206,193 ) Foreign currency exchange gain 209,611 - - 209,611 Net loss $ (1,421,213 ) (48,557 ) - (1,469,770 ) Weighted average common shares outstanding – basic and diluted 70,519,188 - 7,800,000 [6] 78,319,188 Loss per common share – basic and diluted $ (0.02 ) (0.02 ) See accompanying notes to unaudited pro forma condensed combined financial statements AUGUSTA GOLD CORP. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2021 AND THE THREE MONTHS ENDED MARCH 31, 2022 (Unaudited, expressed in United States dollars except as otherwise noted)
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Related to FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

  • Statement of Operations d. Statement of Changes in Net Assets.

  • Pro Forma Financial Information The pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statements amounts in the pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus comply as to form in all material respects with the application requirements of Regulation S-X under the Exchange Act.

  • Pro Forma Statement The Receiver, as soon as practicable after Bank Closing, in accordance with the best information then available, shall provide to the Assuming Institution a pro forma statement reflecting any adjustments of such liabilities and assets as may be necessary. Such pro forma statement shall take into account, to the extent possible, (i) liabilities and assets of a nature similar to those contemplated by Section 2.1 or Section 3.1, respectively, which at Bank Closing were carried in the Failed Bank’s suspense accounts, (ii) accruals as of Bank Closing for all income related to the assets and business of the Failed Bank acquired by the Assuming Institution hereunder, whether or not such accruals were reflected on the Accounting Records of the Failed Bank in the normal course of its operations, and (iii) adjustments to determine the Book Value of any investment in an Acquired Subsidiary and related accounts on the “bank only” (unconsolidated) balance sheet of the Failed Bank based on the equity method of accounting, whether or not the Failed Bank used the equity method of accounting for investments in subsidiaries, except that the resulting amount cannot be less than the Acquired Subsidiary’s recorded equity as of Bank Closing as reflected on the Accounting Records of the Acquired Subsidiary. Any Loan purchased by the Assuming Institution pursuant to Section 3.1 which the Failed Bank charged off during the period beginning the day after the Bid Valuation Date to the date of Bank Closing shall be deemed not to be charged off for the purposes of the pro forma statement, and the purchase price shall be determined pursuant to Section 3.2.

  • Financial Statements; Non-GAAP Financial Measures The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

  • Pro Forma Financial Statements Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Lenders;

  • Financial Statements; Pro Forma Balance Sheet; Projections On or prior to the Initial Borrowing Date, the Administrative Agent shall have received true and correct copies of the historical financial statements, the pro forma financial statements and the Projections referred to in Sections 8.05(a) and (d), which historical financial statements, pro forma financial statements and Projections shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

  • Pro Forma Calculations Notwithstanding anything to the contrary herein (subject to Section 1.02(j)), the First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:

  • Financial Position The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders’ equity and cash flows as of and for (a) the fiscal years ended December 31, 2014 and 2013 reported on by Ernst & Young LLP, independent public accountants and (b) the six months ended June 30, 2015. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (b) above.

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Accounting Terms; GAAP; Pro Forma Calculations (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

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