Financial Measures. To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures: for our consolidated results, adjusted EBITDA (including adjusted EBITDA margin), adjusted EBITA (including adjusted EBITA margin), non-GAAP net income, non-GAAP diluted earnings per share/ADS and free cash flow. For more information on these non- GAAP financial measures, please refer to the table captioned “Reconciliations of Non-GAAP Measures to the Nearest Comparable U.S. GAAP Measures” in this results announcement. We believe that adjusted EBITDA, adjusted EBITA, non-GAAP net income and non-GAAP diluted earnings per share/ADS help identify underlying trends in our business that could otherwise be distorted by the effect of certain income or expenses that we include in income from operations, net income and diluted earnings per share/ADS. We believe that these non-GAAP measures provide useful information about our core operating results, enhance the overall understanding of our past performance and future prospects and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision-making. We present three different income measures, namely adjusted EBITDA, adjusted EBITA and non-GAAP net income in order to provide more information and greater transparency to investors about our operating results. We consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by our business that can be used for strategic corporate transactions, including investing in our new business initiatives, making strategic investments and acquisitions and strengthening our balance sheet. Adjusted EBITDA, adjusted EBITA, non-GAAP net income, non-GAAP diluted earnings per share/ADS and free cash flow should not be considered in isolation or construed as an alternative to income from operations, net income, diluted earnings per share/ADS, cash flows or any other measure of performance or as an indicator of our operating performance. These non-GAAP financial measures presented here do not have standardized meanings prescribed by U.S. GAAP and may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. Adjusted EBITDA represents net in...
Financial Measures. On the Closing Date, the capital of Bank shall be not less than $9,435,005.00, the reserve for loan and lease loss of Bank shall be not less than $671,555.00 and the total indebtedness of the Company shall not exceed $531,065.00, all as determined on the basis of the March 31, 1998 financial statements of the Bank delivered to Gold. Subject to Section 5.2(e) hereof, it is fully understood all future earnings from the date hereof forward shall accrue to the retained earnings or reserves of the Bank, respectively, and shall not result in an increase of any consideration payable by Gold or Sub hereunder.
Financial Measures. Three specific financial measures will be provided and these have been updated following clarification from HEFCE with regard to criteria for the averaging of fee levels. In revising our offer to students we have reviewed the equality implications and confirm that these changes will not impact the overall package of support available to students, nor will it change the eligibility arrangements.
Financial Measures. On the Closing Date, the Total Equity Capital of the Bank shall be not less than $23,000,000, the reserve for loan and lease loss of the Bank shall be not less than $2,700,000 and the total indebtedness of the Company (on an unconsolidated basis) shall not exceed $10,400,000. The parties acknowledge and agree that all future earnings from the date hereof forward shall accrue to the retained earnings or reserves of the Company or the Bank, respectively, and shall not result in an increase of any consideration payable by Gold Banc or Acquisition Subsidiary hereunder.
Financial Measures. Unless waived pursuant to Section 2.14 hereof:
Financial Measures. On the Closing Date, Company's stockholders' equity shall not be less than $35,616,000 (excluding adjustments for (i) the effect of FASB 115, including the effect of fluctuations in Bank's securities portfolio, (ii) the effect of FASB 123R, including any effects of expensing stock options and (iii) any effects due to all existing non-qualified retirement, split dollar life insurance deferred compensation and salary continuation agreements) and the Company's loan loss reserve shall not be less than $2,002,000, all as determined on the basis of GAAP.
Financial Measures. On the Closing Date, Bank’s stockholders’ equity shall not be less than $8,742,000 (excluding adjustments for (i) the effect of FASB 115, relating to fluctuations in the value of the Bank’s securities portfolio, (ii) the effect of FASB 123R, relating to the effects of expensing stock options, (iii) in the event Bank sells or discounts any loan carried on the books of Bank as of the date hereof pursuant to the written request of Commerce, the effect of such sale or discount, (iv) the effect of any adjustments made in accordance with Section 5.9 of this Agreement, and (v) the effect of any transaction related charges, including but not limited to fees of Bank’s legal and financial advisor. Bank’s loan loss reserve shall not be less than $628,000 on the Closing Date, all as determined on the basis of the financial statements of Bank as prepared in accordance with GAAP consistently applied and applicable bank regulatory instructions.
Financial Measures. The parties agree that prior to the Closing Date, the Company may make a dividend distribution to its stockholders subject to the limitation that such distribution shall not exceed the federal and state income taxes payable by the stockholders of the Company on the consolidated earnings of Bank and Company for the period from July 1, 1998 through the earlier of September 30, 1998 or Closing Date; provided, however, that for purposes of determining the amount of tax payable by the Company's stockholders on such earnings, the combined federal and state income tax shall not exceed 40%.
Financial Measures. To supplement our financial results presented in accordance with GAAP, this press release includes references to the following measures defined by the Securities and Exchange Commission as non-GAAP financial measures: non-GAAP operating margin, non-GAAP diluted earnings per share (“non-GAAP diluted EPS”) and U.S. free cash flow. These non-GAAP measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures should be read in conjunction with our financial statements prepared in accordance with GAAP. The reconciliations of Cognizant’s GAAP financial measures to the corresponding non-GAAP measures should be carefully evaluated. We seek to manage the Company to a non-GAAP operating margin, which excludes stock-based compensation costs and acquisition-related charges. Acquisition-related charges include, when applicable, amortization of purchased intangible assets included in the depreciation and amortization expense line on our condensed consolidated statements of operations, external deal costs, acquisition-related retention bonuses, integration costs, changes in the fair value of contingent consideration liabilities, charges for impairment of acquired intangible assets and other acquisition-related costs. In addition to excluding stock-based compensation costs and acquisition-related charges, our non-GAAP diluted EPS also excludes net non-operating foreign currency exchange gains or losses, inclusive of gains and losses on related foreign exchange forward contracts not designated as hedging instruments for accounting purposes, and, commencing in the second quarter of 2016 and for the remainder of the year, the impact of the incremental income tax expense related to the one-time remittance of cash from India to the U.S. Our non-GAAP diluted EPS is additionally adjusted for the income tax impact of the above items, as applicable. The income tax impact of each item is calculated by applying the statutory rate and local tax regulations in the jurisdiction in which the item was incurred. U.S. free cash flow is defined as net cash provided from operating activities of our U.S. operating subsidiaries less cash purchases of property and equipment by our U.S. operating subsidiaries. Management believes providing investors with an...
