CERTAIN FINANCIAL PROJECTIONS Sample Clauses

CERTAIN FINANCIAL PROJECTIONS. The Company does not, as a matter of course, make public forecasts or projections as to its future financial performance. However, in connection with the negotiations between Numico and the Company, the Company made available to Numico and its representatives certain nonpublic information (the "Projections") regarding the Company's projected operating performance. The Projections indicated that for the fiscal year ending August 31, 2000 and for the calendar years ending December 31, 2000, 2001 and 2002, the Company's net revenue, earnings before interest and income taxes ("EBIT"), earnings before interest, income taxes, depreciation and amortization ("EBITDA") and net earnings were projected to be: REXALL SUNDOWN, INC. CERTAIN PROJECTIONS OF FUTURE OPERATING RESULTS (IN THOUSANDS) YEAR ENDING DECEMBER 31, FISCAL YEAR ENDING -------------------------------- AUGUST 31, 2000 2000 2001 2002 ------------------ -------- -------- ---------- Net revenue.................................. $747,500 $807,300 $940,200 $1,079,300 EBIT......................................... 129,396 148,376 183,179 210,859 EBITDA....................................... 150,103 171,930 210,025 240,772 Net earnings................................. 74,387 83,040 104,056 122,225 The Projections reflect the Company's forecast of its consolidated net revenue, EBIT, EBITDA and net earnings on a stand-alone basis and without reflecting any potential synergies from the consummation of the Offer and the Merger. THE PROJECTIONS WERE PREPARED SOLELY FOR INTERNAL USE AND NOT WITH A VIEW TO PUBLIC DISCLOSURE OR COMPLIANCE WITH THE PUBLISHED GUIDELINES OF THE SEC OR THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS REGARDING PROJECTIONS AND WERE NOT PREPARED WITH THE ASSISTANCE OF, OR REVIEWED BY, INDEPENDENT ACCOUNTANTS. THE PROJECTIONS ARE INCLUDED IN THIS OFFER TO PURCHASE SOLELY BECAUSE SUCH INFORMATION WAS FURNISHED TO NUMICO AND THE PURCHASER BY THE COMPANY. THE PROJECTIONS WERE NOT PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND WERE NOT AUDITED OR REVIEWED BY ANY INDEPENDENT ACCOUNTING FIRM, NOR DID ANY SUCH FIRM PERFORM ANY OTHER SERVICES WITH RESPECT THERETO. THE PROJECTIONS ARE BASED ON A VARIETY OF ASSUMPTIONS RELATING TO THE BUSINESSES OF THE COMPANY, INDUSTRY PERFORMANCE, GENERAL BUSINESS AND ECONOMIC CONDITIONS AND OTHER MATTERS, WHICH ARE INHERENTLY SUBJECT TO SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE COMPANY'S CONTROL. THESE...
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CERTAIN FINANCIAL PROJECTIONS. The Company does not ordinarily make public projections as to anticipated future property, resort or commercial operations revenue or earnings. The following preliminary five-year projections were prepared as part of the Company's regular budgeting process. The 2000 Budget and 2001 through 2004 projections were presented to the Company Board in December 1999 and have not been updated since the December meeting. Forms of both the budget and the Company's projections were made available to the Special Committee and its advisors, and management discussed with the advisors various assumptions built into the projections. Management does not intend to update or otherwise revise the projections to reflect changing circumstances existing after the preparation of the projections included herein or to reflect the occurrence of unanticipated events. The projections were not prepared with a view to complying with published guidelines of the Commission or the American Institute of Certified Public Accountants regarding projections or generally accepted accounting principles regarding projections. While presented with numerical specificity, the projections are based upon a variety of assumptions relating to the business of the Company. Subject to the discussion set forth below regarding the effect on such projections of any future property acquisitions, such assumptions were considered reasonable by the Company. Such assumptions are, however, subject to significant economic and competitive uncertainties and contingencies, some of which are beyond the Company's control. The Company's real estate operations are cyclical and highly sensitive to changes in general and local economic conditions, such as employment and income levels, consumer confidence, availability of financing and interest rates and demand for housing and commercial space. The variability of these general economic conditions makes it difficult to project results of operations with any degree of certainty. ACCORDINGLY, NEITHER PARENT NOR THE COMPANY CAN PREDICT WHETHER THE ASSUMPTIONS MADE IN PREPARING SUCH PROJECTIONS WILL PROVE ACCURATE. SUCH PROJECTIONS ARE INHERENTLY IMPRECISE, AND THERE CAN BE NO ASSURANCES THAT THEY WILL BE REALIZED. ALSO, IT IS EXPECTED THAT THERE WILL BE DIFFERENCES BETWEEN ACTUAL AND PROJECTED RESULTS, AND ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE CONTAINED IN SUCH PROJECTIONS. As noted above, the 2000 Budget and 2001 through 2004 projections were prepared as part of the Compan...
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CERTAIN FINANCIAL PROJECTIONS. Although the projections described in “Item 4. The Solicitation or Recommendation—Company Management’s Unaudited Prospective Financial Information” of Aimmune’s Schedule 14D-9 (the “Final Projections”) were not made available to Nestlé prior to August 29, 2020, the date of the Merger Agreement, certain non-public preliminary financial projections from Aimmune management with respect to the fiscal years ended December 31, 2020 through December 31, 2030 (the “Preliminary Projections”) were made available to Nestlé during a presentation by Aimmune management on July 31, 2020, as described in “Special Factors—Section 1. Background,” and were also made available to Nestlé and its representatives in the due diligence data room established by Aimmune. At the time that the Preliminary Projections were presented to Nestlé, Aimmune’s management advised Nestlé that the Preliminary Projections reflected various assumptions and estimates regarding Aimmune’s business and, among other things, focused on Aimmune’s long-term goals and potential successes, but were not a prediction of success or of Aimmune’s financial results. The Preliminary Projections were not considered by the boards of directors of either Nestlé S.A. or Nestlé in deciding whether to approve the transaction, nor did Nestlé rely on the Preliminary Projections in evaluating the potential transaction with Aimmune. Nestlé’s decision to enter into the Merger Agreement was based on its own analyses of Aimmune’s prospects, supported by Nestlé’s own evaluation of Aimmune’s future performance. The information about the Preliminary Projections is being provided in this Offer to Purchase solely because the Preliminary Projections were made available to Nestlé and its representatives. None of Purchaser, Nestlé or their respective affiliates, advisors or other representatives (a) considers the Preliminary Projections to be predictive of actual future events, (b) assumes any responsibility for the reasonableness, completeness, accuracy or reliability of such Preliminary Projections or (c) has made or makes any representation to any of Aimmune’s stockholders or any other person regarding the Preliminary Projections. The summary of the Preliminary Projections is not being included in this Offer to Purchase to influence any Aimmune stockholder’s decision whether to tender his, her or its Shares in the Offer, but instead because the Preliminary Projections were made available to Nestlé in connection with its evaluation o...
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Related to CERTAIN FINANCIAL PROJECTIONS

  • Financial Projections Borrower shall have delivered to Lender Borrower’s business plan and/or financial projections or forecasts as most recently approved by Borrower’s Board of Directors.

  • Annual Operating Budget and Financial Projections Within sixty (60) days after the end of each fiscal year of Borrower Representative (and promptly and within five (5) days of any material modification thereto), an annual operating budgets, on a consolidating basis (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower Representative, as approved by Borrower Representative’s Board, together with any related business forecasts used in the preparation of such annual financial projections.

  • Pro Forma Financial Information The pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statements amounts in the pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus comply as to form in all material respects with the application requirements of Regulation S-X under the Exchange Act.

  • Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc (a) The audited annual and unaudited interim financial statements (as to the Borrower and as to its Subsidiaries on a combined basis) delivered to the Banks pursuant to Section 5.14(i) or Sections 8.01(b) and (c), as applicable, present fairly in all material respects the financial condition of the relevant Persons at the dates of said statements and the results for the periods covered thereby. All such financial statements have been prepared in accordance with GAAP consistently applied and the financial statements as of and for the fiscal years have been audited by and accompanied by the opinion of Ernst & Young LLP, independent public accountants, or such other independent certified public accountants of recognized national standing reasonably acceptable to the Agents. (b) Since September 30, 2001, after giving effect to the Transactions, nothing has occurred that has had or could reasonably be expected to have a Material Adverse Effect. (c) On and as of the Effective Date, after giving effect to the Indebtedness (including the Loans) being incurred and Liens created by the Borrower in connection therewith (assuming the full utilization of all Commitments on the Effective Date), (a) the sum of the assets, at a going business value (i.e., the amount that may be realized within a reasonable time, considered to be six months to one year, either through collection or sale at the regular market value, conceiving the latter as the amount that would be obtained for such assets within such period by a capable and diligent businessman from an interested buyer who is willing to purchase under ordinary selling conditions), of the Borrower will exceed its debts; (b) the Borrower has not incurred and does not intend to incur, and does not believe that it will incur, debts beyond its ability to pay such debts as such debts mature; and (c) the Borrower will have sufficient capital with which to conduct its business. For purposes of this Section 7.05(c), "debt" means any liability on a claim, and "claim" means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; provided that to the extent any such "claim" is not fixed, liquidated and contingent, the amount thereof shall equal the Borrower's good faith estimate of the maximum amount thereof.

  • Financial Statements; Projections (a) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which financial statements (i) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections).