Proforma EBITDA definition

Proforma EBITDA means in relation to a business or company, the proforma consolidated profits on ordinary activities before taxation of that business or company, adjusted in accordance with paragraphs (a) to (f) (inclusive) of the definition of Consolidated EBITDA, applied mutatis mutandis to that business or company. Pro rata Share means:
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Proforma EBITDA means, in respect of any Relevant Period, EBITDA in respect of such Relevant Period:
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Proforma EBITDA means, with respect to the applicable calendar year, Consolidated Cash Flow for such year (as defined in the Indenture, dated March 17, 1997, by and between Nortek, Inc. and State Street Bank and Trust Company (the "Indenture"), with respect to the 9 1/4% Senior Notes due March 15, 2007 (without regard to clause (vi) thereof) plus the sum of (A) any management fee paid by Employer or any of its subsidiaries to Xxxxx & Company, L.P. or any of its affiliates during such year, (B) any fees and expenses paid by the Employer in connection with the consummation of the Transactions during such year, (C) any expense to the Employer during such year, as determined under GAAP (as defined in the Indenture) that is incurred as a result of the Transactions and arises from the obligations contained in either Section 10 of this Agreement or the Nortek, Inc. Supplemental Executive Retirement Plan (the "SERP") (including as a result of Section 2(e) hereof), (D) any other extraordinary and non-recurring charges paid during such year, (E) any Incentive Compensation otherwise expensed in determining Consolidated Cash Flow and (F) any amortization or other non-cash expense or income arising from the revaluation of any property, liability or other asset from the application of purchase accounting in connection with the Transactions; in each case, without duplication and solely to the extent such expense reduces Consolidated Net Income (as defined in the Indenture) (Clauses (A) through (F) referred to herein as the "Add Back Expenses"). Exhibit B attached hereto lists the EBITDA Targets for each calendar year in the Second Period. Employee shall be entitled to Incentive Compensation with respect to a calendar year equal to 33% of the excess of Proforma EBITDA over the EBITDA Target for such year subject to an annual maximum for any year of $5,000,000.
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Examples of Proforma EBITDA in a sentence

  • Pro-forma EBITDA based on REA FY15 EBITDA of $285.8 million to 30 June 2015 and iProperty last twelve months EBITDA of $(2.1) million to 30 June 2015 (post expenses associated with share based options).

  • However, the Board of Directors, acting on its own behalf or through its Compensation Committee to whom it has delegated the authority to administer the Plan, retains the right not to include the impact of certain events in the calculation of Proforma Earnings Per Share and/or Proforma EBITDA when, in the opinion of the Board of Directors or the Compensation Committee, the inclusion of this impact would not accurately reflect the operating performance of the Company.

  • Maintain on a consolidated basis at each fiscal quarter-end during the Term hereof, a ratio of Consolidated Adjusted Total Funded Debt to Consolidated Proforma EBITDA Cash Flow (determined for the twelve-month period ending on the date of any such calculation) of not more than: (a) 4.00 to 1.0 for each quarter-end occurring on or before June 30, 2000, and (b) 3.50 to 1.0 for quarters ending after June 30, 2000 through the remainder of the Term hereof.

  • Eagle Rock Proforma Financials 2007E Eagle Rock DCF Stand-Alone Proforma EBITDA $85.0 Less: Maint.

  • Pro-forma EBITDA excludes various one-time costs as outlined in the Pro-Forma EBITDA section below.

  • Based upon TTM Proforma EBITDA of $49.2 million at December 31, 2001, the leverage ratio currently stands at 6.5x and has improved by almost a turn and a half in 2001.

  • If the Company's Proforma EBITDA in any rolling --------------- four quarter period equals 50% or less than the Private Placement Plan, then the consent of Parthenon will be required for the approval of the Company's annual operations and capital budget for the subsequent year.

  • Pro-forma EBITDA: For the first nine months of 2008, pro-forma EBITDA was $552,000 as compared to $1.2 million for the same period in 2007.

  • The following definition --------- -- ------ -- --- ------ --------- appearing in (S)1.1 of the Credit Agreement is hereby deleted in its entirety and the following substituted in place thereof: "Proforma EBITDA.

  • On or before April 30, 2020, Purchaser shall deliver to the Stockholder a calculation (the “Earnout Calculation”) setting forth the Company Business EBITDA for the twelve-month period ending on December 31, 2019 (the “Measurement Period”), and the School Proforma EBITDA.


More Definitions of Proforma EBITDA

Proforma EBITDA means with respect to an Acquired Company and with respect to any fiscal period, the earnings before taxes, interest, depreciation and amortization of that Acquired Company (determined in conformity with the definition of "EBITDA") for that fiscal period adjusted to exclude as an expense any expense item that has been eliminated and not replaced as a result of the Acquisition (excluding expense reductions attributable to general increases in efficiency, scale of operations, etc.).
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Proforma EBITDA means, with reference to any period, EBITDA for such period determined on a proforma basis for the Company and its Subsidiaries as if the Intersound Acquisition had occurred at the commencement of such period.
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Proforma EBITDA has the meaning given to it in Clause 21 (Financial covenants).
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Proforma EBITDA means, for the applicable period, income (loss) from operations calculated in accordance with GAAP, before the payment of interest and taxes, plus depreciation and amortization, determined in accordance with GAAP, and excluding an accounting for extraordinary and non-recurring charges such as purchase accounting charges, changes in revenue recognition and non-cash charges for stock options, provided that “Proforma EBITDA” for certain periods shall be as set forth on Schedule 15(a), attached hereto.
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Proforma EBITDA means, for any Person and any period of its determination, the consolidated EBITDA of such Person plus, to the extent not included in EBITDA, the consolidated EBITDA of Acquired Entities calculated pursuant to Section 1.3(c) hereof as if the Acquired Entities were owned by such Person during the full period of determination.
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Proforma EBITDA means the Company's reported EBITDA, plus the EBITDA of --------------- any acquired Companies as if they had been acquired on the 1st day of the applicable fiscal year.
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Related to Proforma EBITDA

  • Pro Forma EBITDA means, for any period, the Consolidated EBITDA of the Issuer and the Restricted Subsidiaries, provided that for the purposes of calculating Pro Forma EBITDA for such period, if, as of such date of determination:

  • Consolidated EBITDAR means, for any period, Consolidated EBITDA for such period plus, to the extent deducted in determining Consolidated EBITDA for such period, Consolidated Rental Expense.

  • Consolidated EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

  • LTM EBITDA means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Company are available, in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”

  • EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

  • Annualized Consolidated EBITDA means, for any quarter, the product of Consolidated EBITDA for such period of time multiplied by four (4).

  • Adjusted EBITDA Margin means Adjusted EBITDA divided by operating revenue;

  • Consolidated EBITR means, for any fiscal period of the Borrower, an amount equal to Consolidated Net Income (Loss) for such period, plus, to the extent deducted in determining Consolidated Net Income (Loss), (i) Consolidated Tax Expense for such period, (ii) Consolidated Interest Expense for such period, and (iii) Consolidated Rental Expense for such period.

  • TTM EBITDA means, as of any date of determination, EBITDA of Borrower determined on a consolidated basis in accordance with GAAP, for the 12 month period most recently ended.

  • Consolidated EBITDAX for any period means, without duplication, the Consolidated Net Income for such period, plus the following, without duplication and to the extent deducted (and not added back) in calculating such Consolidated Net Income:

  • Annualized EBITDA means, for the four consecutive quarters ending on each Reporting Date, the Operating Partnership’s Pro Rata Share (as defined below) of earnings before interest, taxes, depreciation and amortization (“EBITDA”), with other adjustments as are necessary to exclude the effect of all realized or unrealized gains and losses related to hedging obligations, items classified as extraordinary items and impairment charges in accordance with generally accepted accounting principles, adjusted to reflect the assumption that (i) any EBITDA related to any assets acquired or placed in service since the first day of such four-quarter period had been earned, on an annualized basis, from the beginning of such period, and (ii) any assets disposed of during such four-quarter period had been disposed of as of the first day of such period and no EBITDA related to such assets had been earned during such period.

  • Target EBITDA means, for each fiscal year, the EBITDA set forth in the operating budget of the Company, as approved by the Board, for the particular year.

  • Adjusted EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

  • Consolidated EBIT means, for any period, the Consolidated Net Income for such period, before interest expense and provision for taxes based on income and without giving effect to any extraordinary gains or losses or gains or losses from sales of assets other than inventory sold in the ordinary course of business.

  • Cumulative EBITDA means, as of any date of determination, EBITDA of the Company from the Existing Notes Issue Date to the end of the Company’s most recently ended full fiscal quarter prior to such date, taken as a single accounting period.

  • Adjusted Consolidated EBITDA means, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period plus

  • Property EBITDA means for any property owned by Ventas, Inc. or any of its Subsidiaries as of the date of determination, for any period of time, the net income (loss) derived from such property for such period, before deductions for (without duplication):

  • Combined EBITDA means, for any period, Combined Net Income for such period plus, (a) without duplication and to the extent reflected as a charge in the statement of such Combined Net Income for such period, the sum of (i) income tax expense, (ii) Combined Interest Expense, (iii) amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Notes), (iv) depreciation and amortization expense, (v) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (vi) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Combined Net Income for such period, losses on sales of assets outside of the ordinary course of business) and (vii) any non-cash charges, including non-cash charges resulting from the vesting or issuance of equity to employees, principals or others, and minus, (b) without duplication and to the extent included as income or gain in the statement of such Combined Net Income for such period, the sum of (i) any extraordinary, unusual or non-recurring non-cash income or gains (including, whether or not otherwise includable as a separate item in the statement of such Combined Net Income for such period, non-cash gains on the sales of assets outside of the ordinary course of business) and (ii) any other non-cash income, all as determined on a combined basis, and plus or minus, as appropriate, (c) without duplication of the items set forth in clauses (a) and (b) above, the adjustments equivalent to those that OCG made to arrive at its “Adjusted Net Income” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as filed with the SEC), to the extent relevant to the Obligors, and (d) without duplication of the items set forth in clauses (a), (b) and (c) above, the adjustments replacing investment income (loss) with receipts of investment income from funds and companies equivalent to those that OCG made to arrive at its “Distributable Earnings” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as filed with the SEC), to the extent relevant to the Obligors; provided that the contribution to Combined EBITDA of a subsidiary that is not a wholly owned subsidiary shall be calculated in proportion to the Obligors’ aggregate direct or indirect economic interests in such subsidiary.

  • EBITDAR means, for any period, on a consolidated basis for the Borrower and its Subsidiaries, the sum of the amounts for such period, without duplication, of (i) EBITDA and (ii) Rentals.

  • Consolidated Adjusted EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

  • Pro Forma Adjusted EBITDA shall have the meaning assigned to such term in Section 3.05(a).

  • EBITDA Margin means the ratio between (a) EBITDA and (b) total toll and other concession revenues.

  • Test Period means, on any date of determination, the period of four consecutive fiscal quarters of the Borrower then most recently ended (taken as one accounting period).

  • Adjusted EBIT means, for any accounting period, net income (or net loss) of NAI and its Subsidiaries (determined on a consolidated basis), plus the amounts (if any) which, in the determination of net income (or net loss) for such period, have been deducted for (a) interest expense, (b) income tax expense (c) rent expense under leases of property, and (d) Permitted Non-Cash Charges.

  • Consolidated Total Net Leverage Ratio means, with respect to any Test Period, the ratio of (a) Consolidated Total Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

  • Consolidated Net Earnings means, for any period, the net income (loss) of Borrower for such period, as determined on a Consolidated basis and in accordance with GAAP.