Attached files
| file | filename |
|---|---|
| EX-32.2 - SECTION 906 CFO CERTIFICATION - Global Eagle Entertainment Inc. | ent-ex3224q16.htm |
| EX-32.1 - SECTION 906 CEO CERTIFICATION - Global Eagle Entertainment Inc. | ent-ex3214q16.htm |
| EX-31.2 - SECTION 302 CFO CERTIFICATION - Global Eagle Entertainment Inc. | ent-ex3124q16.htm |
| EX-31.1 - SECTION 302 CEO CERTIFICATION - Global Eagle Entertainment Inc. | ent-ex3114q16.htm |
| EX-23.1 - EXHIBIT 23.1 - Global Eagle Entertainment Inc. | ent-ex2314q16.htm |
| EX-21 - SUBSIDIARIES OF THE COMPANY - Global Eagle Entertainment Inc. | ent-ex214q16.htm |
| EX-10.77 - EXHIBIT 10.77 - Global Eagle Entertainment Inc. | ent-ex10774q16.htm |
| EX-10.67 - EXHIBIT 10.67 - Global Eagle Entertainment Inc. | ent-ex10674q16.htm |
| EX-10.60 - EXHIBIT 10.60 - Global Eagle Entertainment Inc. | ent-ex10604q16.htm |
| EX-10.31 - EXHIBIT 10.31 - Global Eagle Entertainment Inc. | ent-ex10314q16.htm |
| EX-10.29 - EXHIBIT 10.29 - Global Eagle Entertainment Inc. | ent-ex10294q16.htm |
| 10-K - FORM 10-K - Global Eagle Entertainment Inc. | ent-10kdocument4q16.htm |
Exhibit 99.1
Reconciliation of GAAP Measure to Non-GAAP Measure
To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States, or GAAP, we present Adjusted EBITDA, which is a non-GAAP financial measure, as a measure of our performance. The presentation of Adjusted EBITDA is not intended to be considered in isolation from, or as a substitute for, or superior to, net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities or any other measures of our cash flows or liquidity.
Adjusted EBITDA is one of the primary measures used by our management and Board of Directors to understand and evaluate our financial performance and operating trends, including period-to-period comparisons, to prepare and approve our annual budget and to develop short- and long-term operational plans. Additionally, Adjusted EBITDA is one of the primary measures used by the Compensation Committee of our Board of Directors to establish the funding targets for (and subsequent funding of) our Annual Incentive Plan bonuses for our employees and executives. We believe our presentation of Adjusted EBITDA is useful to investors both because it allows for greater transparency with respect to key metrics used by management in its financial and operational decision-making and because our management frequently uses it in discussions with investors, commercial bankers, securities analysts and other users of our financial statements.
We define Adjusted EBITDA as net income (loss) before (a) income tax expense (benefit), (b) interest income (expense), (c) change in fair value of financial instruments, (d) other (income) expense, net, including primarily, when applicable, (gains) losses from investments, and foreign-currency transactions (gains) losses, (e) goodwill impairment expense, (f) depreciation and amortization (including relating to equity method investments) and loss on disposal and impairment of fixed assets, (g) stock-based compensation, (h) acquisition, integration and realignment expenses, including acquisition-related expenses and transaction costs and legal, accounting and other professional fees attributable to acquisition and corporate realignment activities, (i) extraordinary professional accounting fees relating to our 2016 audit, (j) operation realignment set-up fees, (k) employee severance and termination benefits as well as employee retention and relocation costs, (l) settlement fees and expenses (and related third-party professional fees) and loss-contingency reserves for actual or threatened litigation pertaining to liabilities (that existed prior to their acquisition date) at companies or businesses that we acquired through our M&A activities, (m) non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs and (n) restructuring expenses pursuant to our integration plan announced on September 23, 2014. Management does not consider these items to be indicative of our core operating results.
A reconciliation of net loss computed in accordance with GAAP to Adjusted EBITDA for the fiscal years ended December 31, 2016 and 2015 is set forth below (dollars in thousands):
Year Ended December 31, | |||||||
2016 | 2015 | ||||||
Net loss | $ | (112,932 | ) | $ | (2,126 | ) | |
Adjustments to reconcile net loss to Adjusted EBITDA: | |||||||
Income tax expense (benefit) | (44,911 | ) | 1,621 | ||||
Interest expense | 18,198 | 2,492 | |||||
Change in fair value of derivatives | (25,515 | ) | (11,938 | ) | |||
Other (income) expense, net (1) | 5,406 | 1,140 | |||||
Depreciation and amortization (including depreciation and amortization relating to equity method investments) and loss on disposal and impairment of fixed assets | 65,215 | 36,592 | |||||
Impairment of goodwill | 64,000 | — | |||||
Stock-based compensation | 10,747 | 8,235 | |||||
Acquisition, integration and realignment expenses (2) | 77,335 | 13,598 | |||||
Restructuring charges (3) | — | 411 | |||||
Adjusted EBITDA | $ | 57,543 | $ | 50,025 | |||
(1) | Other (income) expense, net, includes primarily, when applicable, (gains) losses from investments and foreign-currency transactions (gains) losses. Management does not consider these costs to be indicative of our core operating results. |
(2) | Acquisition, integration and realignment expenses include (a) acquisition-related expenses and transaction costs and legal, accounting and other professional fees attributable to acquisition and corporate realignment activities, (b) extraordinary professional accounting fees relating to our 2016 audit, (c) operation realignment set-up fees, (d) employee severance and termination benefits as well as employee retention and relocation costs, (e) settlement fees and expenses (and related third-party professional fees) and loss-contingency reserves for actual or threatened litigation pertaining to liabilities (that existed prior to their acquisition date) at companies or businesses that we acquired through our M&A activities and (f) non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs. Management does not consider these costs to be indicative of our core operating results. |
(3) | Restructuring charges include restructuring expenses pursuant to our integration plan announced on September 23, 2014. Management does not consider these costs to be indicative of our core operating results. |