Adjusted Annual EBITDA definition
Adjusted Annual EBITDA means, with respect to the Consolidated Group for any period, an amount equal to the Consolidated Net Income for the most recently ended Measurement Period, as adjusted by (a) adding or deducting for, as appropriate, any adjustment made under GAAP during such Measurement Period for straight lining of rents, gains or losses from sales of assets, extraordinary items, impairment of real estate assets, taxes, depreciation, amortization, interest expenses, other non-cash items, fees and expenses associated with the transactions contemplated by this Agreement and real estate acquisition costs and expenses, and the Consolidated Group Pro Rata Share of any adjustment made under GAAP during such Measurement Period for straight lining of rents, gains or losses from sales of assets, interest, taxes, depreciation, amortization, other non-cash items, extraordinary items, impairment of real estate assets and real estate acquisition costs and expenses for the Investment Affiliates; (b) deducting an annual amount for capital expenditures for such Measurement Period equal to (i) $0.25 per square foot for office Projects, (ii) $0.15 per square foot for retail Projects and (iii) $0.10 per square foot for industrial Projects, in each case, multiplied by the weighted average gross leasable area for such Projects (including only the square footage, FF&E, or units in (i) — (iii) above which is owned by the Consolidated Group during such Measurement Period and excluding the square footage, FF&E, or units of the buildings on the ground leased portion of any Property for which one of the members of the Consolidated Group is the lessor); and (c) adding the Advisor Fee Adjustment for such Measurement Period; provided, however, Adjusted Annual EBITDA attributable to Excluded Tenants shall be excluded for purposes of the definition of Adjusted Annual EBITDA. To the extent previously adjusted, all of the above described modifiers to such Consolidated Net Income are as derived from CCPT IV’s books and records, which books and records are to be maintained in accordance with GAAP.
Adjusted Annual EBITDA means, as of any date, an annualized amount determined by multiplying four (4) times the Consolidated Net Income for the most recent fiscal quarter of Borrower for which financial results have been reported, as adjusted by (i) adding or deducting for, as appropriate, any adjustment made under GAAP for straight lining of rents, gains or losses from sales of assets, extraordinary items, depreciation, amortization, interest expenses, the Consolidated Group Pro Rata Share of interest, depreciation and amortization in Investment Affiliates; and (ii) deducting from such annualized amount an annual amount for capital expenditures equal to $0.15 per square foot times the weighted daily average gross leaseable area of Projects owned by the Consolidated Group or any Investment Affiliate (but only deducting the applicable Consolidated Group Pro Rata Share of such amount with respect to such Investment Affiliate) during such fiscal quarter.
Adjusted Annual EBITDA means, with respect to the Consolidated Group for any period, an amount equal to the Consolidated Net Income for the most recently ended Measurement Period, as adjusted by (a) adding or deducting for, as appropriate, any adjustment made under GAAP during such Measurement Period for straight lining of rents, gains or losses from sales of assets, extraordinary items, taxes, depreciation, amortization, interest expenses, other non-cash items, fees and expenses associated with (i) the transaction contemplated by this Agreement and (ii) real estate acquisition costs and expenses (to the extent such costs and expenses are actually incurred with respect to (A) consummated acquisitions and (B) anticipated acquisitions (provided that in the event such anticipated acquisitions are not consummated, the costs and expenses related thereto (to the extent previously added back) shall be deducted for the purposes of the calculation of Adjusted Annual EBITDA)), and the Consolidated Group Pro Rata Share of any adjustment made under GAAP during such Measurement Period for straight lining of rents, gains or losses from sales of assets, interest, taxes, depreciation, amortization, other non-cash items, extraordinary items and real estate acquisition costs and expenses (to the extent such costs and expenses are actually incurred with respect to (x) consummated acquisitions and (y) anticipated acquisitions (provided that in the event such anticipated acquisitions are not consummated, the costs and expenses related thereto (to the extent previously added back) shall be deducted for the purposes of the calculation of Adjusted Annual EBITDA)) for the Investment Affiliates; (b) deducting an annual amount for capital expenditures for such Measurement Period equal to (i) $0.25 per square foot for office Projects, (ii) $0.15 per square foot for retail Projects and (iii) $0.10 per square foot for industrial Projects, in each case, multiplied by the weighted average gross leaseable area for such Projects (including only the square footage, FF&E, or units in (i) — (iii) above which is owned by the Consolidated Group during such Measurement Period and excluding the square footage, FF&E, or units of the buildings on the ground leased portion of any Property for which one of the members of the Consolidated Group is the lessor); and (c) adding the Advisor Fee Adjustment for such Measurement Period; provided, however, Adjusted Annual EBITDA attributable to Excluded Tenants shall be excluded fo...
Examples of Adjusted Annual EBITDA in a sentence
At all times and calculated as of the last day of each calendar quarter, the ratio of (i) Adjusted Annual EBITDA to (ii) the product of (x) interest (whether accrued, paid or capitalized) payable on the Debt of the Consolidated Entities for such calendar quarter and (y) four (4), shall not be less than 2:1.
The determination by the Accounting Firm of Adjusted Annual EBITDA and the applicable Earnout Payments, if any, determined to be correct (the “Actual Earnout Amount”) shall be conclusive and binding on the parties.
At all times and ------------------------------ calculated as of the last day of each calendar quarter, the ratio of (i) Adjusted Annual EBITDA to (ii) the product of (x) interest (whether accrued, paid or capitalized) payable on the Debt of the Consolidated Entities for such calendar quarter and (y) four (4), shall not be less than 2:1.
If Borrower or any of its Subsidiaries engages in an acquisition transaction permitted hereby, or, if necessary, by consent of the Agent, then, for purposes of testing financial covenants set forth in Section 6.12 above in the next three fiscal quarters, respectively, following such acquisition, Borrower’s EBITDA shall be adjusted by adding or subtracting, as the case may be, three quarters, one half, and one quarter, respectively, of the Target’s Adjusted Annual EBITDA.
The amount of Adjusted Annual EBITDA shall be (i) determined by Buyer from books and records maintained for the Company by Tiptree and (ii) calculated in accordance with the definition of Adjusted Annual EBITDA and the Accounting Policies.
More Definitions of Adjusted Annual EBITDA
Adjusted Annual EBITDA shall have, as of any date, the meaning then given to such term under the GPLP Revolver.
Adjusted Annual EBITDA means, for any period, Annual EBITDA for such period, minus the sum of (a) interest income other than interest income from mortgage notes not in excess of $5,000,000 per annum, and (b) a management fee reserve in an amount equal to 3% of consolidated total revenue (after deduction of interest income of Borrower and its subsidiaries for such period), plus the sum of (a) general and administrative expenses for such period to the extent included in Annual EBITDA and (b) actual management fees relating to Real Property for such period.
Adjusted Annual EBITDA means, for any period, Annual EBITDA for such period, minus the sum of (a) interest income other than interest income from mortgage notes not in excess of $10,000,000 per annum, and (b) a management fee reserve in an amount equal to 3% of consolidated total revenue (after deduction of interest income of the Borrower and its subsidiaries for such period), plus the sum of (a) general and administrative expenses for such period to the extent included in Annual EBITDA and (b) actual management fees relating to Real Property Assets for such period.
Adjusted Annual EBITDA means, as of the date of calculation, Consolidated Net Income for the twelve (12) most recent months for which financial results have been reported, as adjusted by (a) adding or deducting for, as appropriate, any adjustment made under GAAP for straight lining of rents, gains or losses from sales of assets, impairment and other non-cash charges, accrued distributions to owners of minority interests, other extraordinary items, interest, income taxes, real estate related depreciation expense and real estate amortization expense (including the Glimcher Percentage of any such deductions and such adjustments made under GAAP which are attributable to Joint Ventures) and (b) deducting the sum of (i) the Capital Expenditure Reserve Deduction attributable to Projects owned by the Glimcher Group at the end of such period, plus (ii) the applicable Glimcher Percentage of the Capital Expenditure Reserve Deduction attributable to those Projects owned by Joint Ventures at the end of such period.
Adjusted Annual EBITDA means, as of the date of calculation, an annualized amount determined by taking the Consolidated Net Income for the twelve (12) most recent months for which financial results have been reported, as adjusted by (a) adding or deducting for, as appropriate, any adjustment made under GAAP for straight lining of rents, gains or losses from sales of assets, impairment and other non-cash charges, accrued distributions to owners of minority interests, other extraordinary items, interest, income taxes, real estate related depreciation expense and real estate amortization expense (including the Glimcher Percentage of such deductions and such adjustments made under GAAP); (b) deducting an annual capital reserve amount equal to the aggregate of (i) $0.15 per square foot times the gross leaseable area of Projects (excluding New Developments) owned by the Glimcher Group at the end of such period, (ii) $0.10 per square foot times the gross leaseable area of New Developments owned by the Glimcher Group at the end of such period, (iii) the product of (A) the Glimcher Percentage multiplied by (B) $0.15 per square foot times the gross leaseable area of Projects (excluding New Developments) owned by Joint Ventures at the end of such period, and (iv) the product of (A) the applicable Glimcher Percentage multiplied by (B) $0.10 per square foot times the gross leaseable area of New Developments owned by Joint Ventures at the end of such period.
Adjusted Annual EBITDA means Annual EBITDA, less CapEx.
Adjusted Annual EBITDA means, for any period, Annual EBITDA for such period, minus the sum of (a) interest income other than interest income from mortgage notes not in excess of $10,000,000 per annum (provided, that if at any time such threshold under the Primary Credit Facility at such time is greater or less than $10,000,000, the threshold under this definition shall be such greater or lesser amount, as the case may be, for so long as such greater or lesser amount shall remain in effect under such Primary Credit Facility), and (b) a management fee reserve in an amount equal to 3% of consolidated total revenue (after deduction of interest income of the Company and its subsidiaries for such period), plus the sum of (a) general and administrative expenses for such period to the extent included in Annual EBITDA and (b) actual management fees relating to Real Property for such period.