EBITDA Adjustments. (a) At the Closing, Parent will deliver to Purchaser the EBITDA Financial Statements prepared internally by Parent for the 12-month period ending on the last day of Parent's last four-/five-week accounting period preceding the Closing Date for which it is then practicable to report the Business" results of operations (the "Interim EBITDA Financial Statements"). Within 60 days after the Closing and together with the Final Balance Sheet, Purchaser will deliver to Parent the EBITDA Financial Statements for the 12- month period ending on the last day of Parent's last four-/five-week accounting period preceding the Closing Date (the "Final EBITDA Financial Statements"). The Interim EBITDA Financial Statements and the Final EBITDA Financial Statements will be prepared as if FLV, FBH and FM are going concerns and on a basis consistent with the manner in which Purchaser, Parent and Sellers mutually calculated Benchmark EBITDA for the Business for purposes of this Agreement. As calculated in accordance with paragraphs (b) and (c) of this Section, the ---------------------- respective variances between Adjusted EBITDA and Benchmark EBITDA, and between Final EBITDA and Benchmark EBITDA, will form the basis for Closing and post- Closing adjustments of the Cash Component.
(b) If EBITDA as reported on the Interim EBITDA Financial Statements plus the Corporate Expense Adjustment ("Adjusted EBITDA") varies by more than 5% from $30,400,000 ("Benchmark EBITDA"), then the Cash Component will be adjusted at the Closing by an amount ("Interim Adjustment Amount") equal to the product of (x) Adjusted EBITDA minus Benchmark EBITDA, multiplied by (y) four. The Cash Component will be reduced by a negative Interim Adjustment Amount or increased by a positive Interim Adjustment Amount, as the case may be. No Cash Component adjustment will be made under this paragraph (b) if Adjusted ------------- EBITDA does not vary by more than 5% from Benchmark EBITDA.
(c) Within a mutually agreed time period after Purchaser delivers the Final EBITDA Financial Statements to Parent, but in no event later than ten days after any disagreements with the Final Balance Sheet or the calculation of Final EBITDA are resolved pursuant to Section 1.07, the following post-Closing ------------ adjustments to the Cash Component will be made through either a cash payment by Purchaser to Sellers in the case of an increase in the Cash Component or a cash payment on behalf of Sellers to Purchaser out of the Purchas...
EBITDA Adjustments. (a) This Clause 19.3 applies if, and to the extent that, any member of the Group acquires or disposes of any business or Subsidiary after the date of this Agreement.
(b) For any Relevant Period ending less than 12 Months after the date on which any such business or Subsidiary is acquired, EBITDA will be calculated on a pro forma basis as if such business or Subsidiary had been acquired by the Group at the beginning of that Relevant Period.
(c) For any Relevant Period ending less than 12 Months after the date on which any such business or Subsidiary is disposed of, EBITDA will be calculated on a pro forma basis as if such business or Subsidiary had been disposed of by the Group at the beginning of that Relevant Period.
(d) If any adjustment is made to EBITDA for any Relevant Period pursuant to this Clause 19.3, the Company will set out in the Compliance Certificate for that Relevant Period details of that adjustment.
EBITDA Adjustments. 10 1.07. Post-Closing Audit and Adjustment...................... 11 1.08. Closing; Escrow........................................ 12 1.09. "As Is" Condition...................................... 13 1.10. Further Assurances; Post-Closing Cooperation........... 14 1.11. Insurance Proceeds..................................... 15 1.12. Third-Party Consent.................................... 15 1.13. Black Hawk Business Expansion.......................... 15 1.14. FSELLC Membership Interest............................. 15
EBITDA Adjustments. Bond Debt Interest - - - - - Non-Bond Debt Interest 363,972 312,301 286,217 264,296 243,704 Interest Income-Corp Allocation (35,238) (15,514) (7,541) (2,166) - Interest Income (763,347) (1,461,999) (2,301,679) (3,046,900) (3,817,726) Taxes - - - - - Depreciation 13,742,313 13,911,488 13,911,488 13,911,488 13,911,488 Amortization 423,800 423,800 423,800 423,800 423,800 Other (46,980) (48,155) (49,359) (50,593) (51,858) Group Allocation - - - - - ----------------------------------------------------------------------------- Total Adjustments 13,684,520 13,121,921 12,262,926 11,499,925 10,709,408 ----------------------------------------------------------------------------- EBITDA (MANAGEMENT FORMAT) $ 30,225,587 $ 32,045,524 $ 30,208,073 $ 30,234,403 $ 30,599,212 ============================================================================= PRESENTATION DOES NOT REFLECT SEC REQUIRED ADJUSTMENTS DRAFT - SUBJECT TO MODIFICATION CONFIDENTIAL AND PROPRIETARY - SUBJECT TO USE RESTRICTIONS ------------------------------------------------------------------------------------------------------------------------- FITZGERALDS GAMING CORPORATION-CONSOLIDATED BASE CASE V2000.1 SUMMARY OF CHANGES IN CASH (UNAUDITED) PROJECTIONS FOR THE YEARS ENDING DECEMBER 31, 2000 THROUGH DECEMBER 31, 2004 ------------------------------------------------------------------------------------------------------------------------- PROJECTED PROJECTED PROJECTED PROJECTED PROJECTED 2000 2001 2002 2003 2004 ----------------------------------------------------------------------------- EBITDA (BEFORE REORGANIZATION ITEMS) $ 30,225,587 $ 32,045,524 $ 30,208,073 $ 30,234,403 $ 30,599,212 OTHER SOURCES/(USES) OF CASH: Existing Financing Agreements/ Capital Leases (Slots) (521,855) (23,672) - - - Existing Financing Agreements/ Capital Leases (Non-Slots) (1,655,816) (645,823) (498,504) (486,712) (428,148) Interest Payments-Foothill Capital Facility - - - - - Borrowings/(Repayments) Foothill Capital Facility (Net) - - - - - Reorganization Items (Excluding Interest Income) (2,558,500) (3,000,000) - - - Capital Expenditures (Slots)- Maintenance (4,000,000) (4,000,000) (4,400,000) (4,400,000) (4,400,000) Capital Expenditures (Non-Slots)- Maintenance (3,000,000) (4,000,000) (4,200,000) (4,200,000) (4,200,000) Capital Expenditures (Slots)- Property Enhancements (2,810,012) - - - - Capital Expenditures (Non-Slots)- Property Enhancements (6,510,400) - - - - Changes in Working Capital - - - - - Adjustments for No...
EBITDA Adjustments. For purposes of this Exhibit A, EBITDA shall be adjusted as follows:
EBITDA Adjustments i. Notwithstanding anything else contained in this Warrant, in the event that the Company does not meet or exceed the 2016 Half Year Target Numbers, the Company shall reduce the exercise price of half of the Warrant Shares identified herein to $0.01 (the “Six Month Shortfall Exercise Price”). In addition, in the event that the Company does not meet or exceed the 2016 Full Year Target Number, the Company shall reduce the exercise price of the remaining half of the Warrant Shares identified herein to $0.01 (the “Year End Shortfall Exercise Price”).
ii. The Company shall reduce the Exercise Price then in effect to the Six Month Shortfall Exercise Price and/or the Year End Shortfall Exercise Price in accordance with this Section within five (5) business days after the Company files its Quarterly Report on Form 10-Q for the period ended June 30, 2016 and/or Annual Report on Form 10-K for the year ended December 31, 2016, after giving effect to any extension pursuant to Rule 12b-25 of the Exchange Act. In the event that the Company does not file its Quarterly Report on Form 10-Q for the period ended June 30, 2016 and/or Annual Report on Form 10-K for the year ended December 31, 2016 with the Commission within thirty (30) days after the date that filing was required, after giving effect to any extension pursuant to Rule 12b-25 of the Exchange Act, the Shortfall Warrants shall be delivered to the Holder within within five (5) business days after such thirty (30) day period ends and/or the Exercise Price then in effect shall immediately be reduced to the Shortfall Exercise Price.
iii. The Company shall notify the Holder, in writing, no later than the Trading Day following the reduction of the Exercise Price to the Six Month Shortfall Exercise Price and/or the Year End Shortfall Exercise Price subject to this Section, indicating the applicable reset price, (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section, the Holder shall be entitled to receive the Six Month Shortfall Exercise Price and/or the Year End Shortfall Exercise Price regardless of whether the Holder accurately refers to such in any Notice of Exercise.
iv. For purposes of this Section, the Company’s EBITDA and gross revenue for (i) the six months ended June 30, 2016 shall be equal to or exceeding $1.00 and $2,000,000, respectively (collectively, the “2016 Half Year Target Numbers”) and (ii) t...
EBITDA Adjustments. This paragraph 2.3 applies if, and to the extent that, any member of the Group acquires or disposes of any business or Subsidiary after the date of this Deed.
EBITDA Adjustments. (a) For purposes of this Agreement, the following terms shall have the following meanings:
EBITDA Adjustments. The schedule of adjustments to EBITDA of Borrower delivered on the date hereof and attached hereto as Disclosure Schedule (A-EBITDA) and the adjustments referred to therein have been prepared by Borrower to adjust EBITDA to reflect normalized EBITDA of Borrower.
EBITDA Adjustments. (A) For the period from the first fiscal quarter ending after the Closing Date through the Maturity Date, up to an aggregate of $10,000,000 of cash losses (whether or not extraordinary, unusual or non-recurring) of Parent and its Subsidiaries shall be added back to EBITDA of Parent;
(B) Without duplication of any other additions in the calculation of EBITDA as provided in the definition thereof, all non-cash write-downs, losses and charges (including impairment of goodwill, write-downs of intangibles, and amortization of stock-based compensation) of Parent and its Subsidiaries shall be added back in the calculation of EBITDA of Parent; and;
(C) For all reporting periods ending after the consummation of a Permitted Acquisition through the Maturity Date, EBITDA shall be further adjusted as follows: if the EBITDA of any target company (or its Parent Subsidiary successor) in a Permitted Acquisition is negative for the first six full months following the consummation of such acquisition, such negative EBITDA shall be excluded from the calculation of the EBITDA of Parent for such six (6) month period, provided that excluded amounts under this clause (C) in respect of target companies (or their Parent Subsidiary successors) that are or become Loan Parties in accordance with the definition of "Permitted Acquisition" shall not exceed $25,000,000 in the aggregate during any period of twelve (12) consecutive months.
