Modified EBITDA for any period of four consecutive fiscal quarters (each a “Reference Period”), EBITDA for such Reference Period; provided that, if at any time during such Reference Period, the Parent or any of its Subsidiaries shall have acquired the stock or assets of any Person in a Permitted Acquisition, then so long as (a) the Lenders shall have received audited financial statements for the prior two (2) years prepared on a GAAP basis or an independent third-party due diligence report for such Person from a nationally recognized accounting firm or other nationally recognized firm reasonably acceptable to the Administrative Agent, (b) the Person who is being acquired or who will own the assets being acquired is (or shall, upon closing of such acquisition, become) a Guarantor, unless such Person is a Foreign Subsidiary, and (c) the Borrower complies with Section 5.15 hereof, Modified EBITDA shall include (i) the historical EBITDA of such Person or attributable to such assets for the period from the beginning of such Reference Period to the day immediately preceding the closing date of such Permitted Acquisition and (ii) such adjustments to such actual EBITDA as shall be determined by the Required Lenders in their sole discretion; provided, that, if audited financial statements or third-party due diligence report have not been provided to the Lenders, (I) the historical EBITDA, if positive, of such Person or attributable to such assets shall not be included in the calculation of Modified EBITDA, unless consented to in writing by the Required Lenders in their sole discretion and (II) the historical EBITDA, if negative, of such Person or attributable to such assets shall be included in the calculation of Modified EBITDA, unless the Required Lenders in their sole discretion elect otherwise.
Modified EBITDA means Net Income, including noncontrolling interest, for the applicable period plus Interest Expense, taxes, depreciation and amortization for such period plus any non-cash charges relating to assets of any Bluegreen Communities.
Modified EBITDA means for any Reference Period, EBITDA for such Reference Period; provided that, if at any time during such Reference Period, the Company or any of its Subsidiaries shall have acquired the stock or material assets of any Person, then (a) to the extent that the Adjusted EBITDA of such acquired Person or attributable to such acquired assets shall be ten percent (10%) or less of Modified EBITDA, in each case for the most recent Reference Period for which financial statements have theretofore been delivered to each holder of Notes pursuant to Section 7.1, Modified EBITDA shall include such Adjusted EBITDA as if the acquisition occurred on the first day of such Reference Period, so long as a Responsible Officer shall furnish to each holder of Notes a certificate showing in reasonable detail by fiscal quarter the calculation of such Adjusted EBITDA and (b) to the extent that the Adjusted EBITDA of such acquired Person or attributable to such acquired assets shall be more than ten percent (10%) of Modified EBITDA for the most recent Reference Period for which financial statements have theretofore been delivered to the holders of Notes pursuant to Section 7.1, Modified EBITDA shall include such Adjusted EBITDA as if the acquisition occurred on the first day of such Reference Period, so long as (i) each holder of Notes shall have received audited financial statements of such acquired Person (or relating to such acquired assets) for the prior two (2) most recently ended fiscal years for which financial statements are available prepared on a GAAP basis (or other basis acceptable to the Agent under and as defined in the Credit Agreement, or such other basis as is acceptable to the Required Holders in the event the Credit Agreement has been terminated and is no longer in effect) or an independent third-party due diligence report for such acquired Person (or relating to such acquired assets) in form and substance acceptable to the Agent (or the Required Holders in the event the Credit Agreement has been terminated and is no longer in effect) and (ii) a Responsible Officer shall furnish to each holder of Notes a certificate showing in reasonable detail by each fiscal quarter the calculation of such Adjusted EBITDA.
Examples of Modified EBITDA in a sentence
Modified EBITDA is not intended to replace operating income (loss), net income (loss), cash flow, and other measures of financial performance and liquidity reported in accordance with GAAP.
Management believes that its definition of Modified EBITDA (see above) is a standard measure of operating performance and liquidity that is commonly reported and widely used by analysts, investors, and other interested parties in the telecommunications industry because it eliminates many differences in financial, capitalization, and tax structures, as well as non-cash and non-operating income or charges to earnings.
Modified EBITDA as defined herein may differ from similarly titled measures presented by other companies.
In our press release, we make reference to non-GAAP financial measures including Modified EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow.
See Note 3 to the following financial statements for a discussion of Modified EBITDA and its reconciliation to net income (loss).
More Definitions of Modified EBITDA
Modified EBITDA means Corporation’s Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) reduced (to the extent not already reduced), for a given fiscal year, by (a) Corporation’s capital expenditures and (b) payments to third parties to acquire data to the extent that such payments total in excess of $*, as determined by Corporation no later than June 15 of that fiscal year.
Modified EBITDA means, for any period, the total of the following for Parent calculated on a consolidated basis without duplication: (a) EBITDA MINUS (b) Capital Expenditures.
Modified EBITDA means (a) Net Income, plus (b) Interest Expense, plus (c) depreciation expense and amortization expense, plus (d) income tax expense, plus (e) stock based compensation.
Modified EBITDA means, for any period, the total of the following for Borrower calculated on a consolidated basis without duplication: (a) EBITDA minus (b) Capital Expenditures.
Modified EBITDA means, with respect to an applicable Quarter, an amount equal to (A) such Quarter’s net income (loss), minus (B) the amount of cash distributions made by the Partnership with respect to such Quarter on account of Common Units issued since January 1, 2017 pursuant to the Shared Services Agreement, plus (minus) (C) (i) interest (income) expense, net (which includes interest expense, interest expense net (gain) loss on interest rate derivative contracts, and interest (income)); (ii) income tax expense (benefit); (iii) depreciation, depletion and amortization; (iv) asset impairments; (v) accretion expense; (vi) (gain) loss on sale of assets; (vii) unit-based compensation programs; (viii) unit-based asset management fees; (ix) distributions in excess of equity earnings; (x) (gain) loss on xxxx-to-market activities; (xi) commodity derivatives settlements applied to future positions; and (xii) (gain) loss on embedded derivatives.
Modified EBITDA has the meaning set forth in SECTION 10.1 hereof.
Modified EBITDA is defined as the EBITDA of the Company and its Subsidiaries for which the Funded Debt to Modified EBITDA financial covenant is being calculated, except without giving effect to the EBITDA of any of Company or its Subsidiaries (each an "Unaudited Subsidiary") for which the Purchaser has not received both (x) audited financial statements in form and detail acceptable to the Purchaser, as well as (y) other due diligence information concerning such of Company or its Subsidiaries as Purchaser may request, in form and substance acceptable to the Purchaser plus fifty percent (50%) of the EBITDA of each Unaudited Subsidiary.