The Amended Credit Facility contains a variety of customary restrictive financial covenants, such as limitations on borrowings and investments. One of the financial covenants requires maintaining a consolidated leverage ratio of not more than 3.5 to 1. On December 31, 2012, the consolidated leverage ratio was 3.38 to 1and the Company was in compliance with the financial and nonfinancial covenants of the Amended Credit Facility. However, on June 30, 2013, the consolidated leverage ratio under the facility will be reduced to 3.0 to 1 and the Company believes it will likely exceed that limit. Accordingly, the Company is seeking an amendment to the Amended Credit Facility to change the consolidated leverage ratio which may include an additional principal payment. The Company cannot assure that it will be successful in amending this provision, and if the Company does not obtain such a modification prior to the filing of its Form 10-K in mid-March 2013, it will be required to report the debt balance of $453.9 million as a current liability in its financial statements.
Acquisitions / Discontinued Operations
The Company has completed several acquisitions that have impacted the comparability of the operating results presented. The results of operations for each of the following entities have been included in the Company's results since the acquisition date.
•MIJO Corporation ("MIJO") on April 1, 2011 (included in television segment) •MediaMind Technologies, Inc. ("MediaMind") on July 26, 2011 (included in online segment) •EyeWonder LLC, a Delaware LLC ("EyeWonder") on September 1, 2011 (included in online segment) •Peer 39, Inc. ("Peer 39") on April 30, 2012 (included in online segment) •NCMG, Inc. ("North Country") on July 31, 2012 (included in television segment)
We sold the net assets of our Springbox unit effective June 1, 2012 for estimated proceeds of $0.9 million, resulting in an after tax loss of $0.6 million. Results of our Springbox unit have been included in discontinued operations for both 2012 and 2011.
Annual Stockholders' Meeting
As announced on November 30, 2012, the Company will host its annual meeting of stockholders on February 21, 2013.
Non-GAAP Financial Measure
In addition to providing financial measurements based on generally accepted accounting principles in the United States of America (GAAP), the Company has historically provided additional financial measures that are not prepared in accordance with GAAP (non-GAAP). Legislative and regulatory changes discourage the use of and emphasis on non-GAAP financial measures and require companies to explain why non-GAAP financial measures are relevant to management and investors. We believe that the inclusion of Adjusted EBITDA as a non-GAAP financial measure in this press release helps investors to gain a meaningful understanding of our past performance and future prospects, consistent with how management measures and forecasts our performance, especially when comparing such results to previous periods or forecasts. Our management uses Adjusted EBITDA as a non-GAAP financial measure, in addition to GAAP financial measures, as the basis for measuring our core operating performance and comparing such performance to that of prior periods and to the performance of our competitors.
We use Adjusted EBITDA to measure the operating performance of our segments. This measure also is used by management in its financial and operational decision-making. There are limitations associated with reliance on any non-GAAP financial measures because they are specific to our operations and financial performance, which makes comparisons with other companies' financial results more challenging. By providing both GAAP and non-GAAP financial measures, we believe that investors are able to compare our GAAP results to those of other companies while also gaining a better understanding of our operating performance as evaluated by management.
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