Certain Projections. As the controlling stockholder of Hertz, Ford and its representatives on the Hertz Board were routinely given access to nonpublic management projections of possible future performance of Hertz. These projections (the “Hertz Projections”) included management forecasts of sales, EBITDA, EBIT, pre-tax income, net income and diluted earnings per share. Following the receipt by Hertz in September 2000 of Ford’s preliminary, non-binding proposal to acquire all of the outstanding Shares, Ford and Hertz agreed that Ford and its representatives on the Hertz Board would no longer be given routine access to such Hertz Projections. During the course of its negotiations with the Special Committee, Ford was provided by Hertz Management with 5-year Hertz Projections on November 22, 2000, which were prepared on and dated as of November 3, 2000 (the “November 3, 2000 Hertz Projections”), as discussed under “Special Factors — Background to the Offer.” Hertz also provided Ford with Hertz Projections in January 2001. A summary of the Hertz Projections received most recently prior to September 2000, the November 3, 2000 Hertz Projections, and the January 2001 revised 5-year Hertz Projections are set forth below. On October 12, 2000, the Ford Profit Forecasting Group received Hertz Projections and, in the course of negotiations with the Special Committee, Hertz provided Ford with Hertz Projections on November 30, 2000. The October 12, 2000 and November 30, 2000 Hertz Projections are not summarized herein since they did not differ materially from the November 3, 2000 Hertz Projections. In addition to the risks and uncertainties inherent in the Hertz Projections noted above, Ford and the Purchaser believe that the utility of the Pre-September 2000 Hertz Projections is further compromised by intervening economic and market developments since the preparation of such projections. The extent of the economic slowdown in the U.S. and abroad was not yet apparent when the Pre-September 2000 Hertz Projections were prepared, and such projections were based on assumptions as to future economic growth rates that seem unjustified based on current information. It is our understanding that Hertz believes that reduced economic growth rates in the United States and abroad could negatively affect Hertz’s worldwide car rental and equipment rental businesses. Revenues $ 5,549 $ 6,057 $ 6,564 $ 7,198 $ 7,821 Earnings before interest, taxes, depreciation and amortization (“EBITDA”) 2,657 2,892 3,150 3...
Certain Projections. Smart & Final's management has provided us with certain selected unaudited projected financial information concerning Smart & Final (the "Management Projections"). Such information, as well as certain additional unaudited projected financial information (together with the "Management Projections," the "Smart & Final Projections" as described below in Section 10—"Background of the Offer; Contacts with Smart & Final"), is described in Smart & Final's Schedule 14D-9, which will be filed with the SEC and is being mailed to Smart & Final's stockholders with this Offer to Purchase. Smart & Final's stockholders are urged to, and should, carefully read the Schedule 14D-9. Smart & Final has advised us that the Management Projections were not prepared with a view toward public disclosure, but, in the view of Smart & Final's management, were prepared, to the best of their knowledge and belief, on a reasonable basis and reflect the best currently available estimates and judgments. In addition, Smart & Final has advised us that the summaries of the Smart & Final Projections are included in the Schedule 14D-9 solely to give Smart & Final's stockholders access to certain financial information that was made available to the Smart & Final Board and advisors and, with respect to certain of this information, to the Offeror and Parent, and such information is not being included in the Schedule 14D-9 to influence a stockholder's decision whether to tender Shares in the Offer or for any other purpose. Smart & Final has further advised us that the Smart & Final Projections were generated solely for internal use and not developed with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data, published guidelines of the SEC regarding forward-looking statements or accounting principles generally accepted in the United States of America ("GAAP"). Smart & Final has advised us that no independent registered public accounting firm provided any assistance in preparing the Smart & Final Projections. Accordingly, no independent registered public accounting firm has examined, compiled or otherwise performed any procedures with respect to the Smart & Final Projections or expressed any opinion or given any other form of assurance with respect thereto, and they assume no responsibility for the information contained therein. The Smart &...
Certain Projections. Science 37 has provided Parent with selected unaudited financial information concerning the Company. Such information is described in Science 37’s Schedule 14D-9, which is being filed with the SEC on the date of this Offer to Purchase and is being mailed to the Science 37 stockholders together with this Offer to Purchase. Science 37 stockholders are urged to, and should, carefully read the Schedule 14D-9.
Certain Projections. FFE has provided us with selected projected financial information. These projections are described, along with their purpose and intent, in FFE’s Schedule 14D-9, which will be filed by FFE with the SEC and which will be mailed to the shareholders of FFE concurrently with this Disclosure Document. Stockholders of FFE are urged to, and should, carefully read FFE’s Schedule 14D-9.
Certain Projections. The Company does not, as a matter of course, make public any forecasts as to its future financial performance. However, in connection with Xxxxxx's review of the transactions contemplated by the Offer and the Merger, the Company has provided Parent with certain projected financial information concerning the Company. Such information included, among other things, the Company's projections of revenue, earnings before interest, income taxes, depreciation and amortization, and capital expenditure for the Company for the years 2000 through 2002. Set forth below is a summary of such projections. These projections should be read together with the financial statements of the Company referred to herein. YEAR ENDED JULY 31, 2000 2001 2002 -------- -------- --------- (IN THOUSANDS) Revenue..................................................... $260,871 $353,667 $ 395,525 EBITDA(1)................................................... $ 29,906 $ 66,160 $ 75,120 Capital Expenditure......................................... $ 24,663 $ 24,929 $ 33,501
Certain Projections. The Company does not, as a matter of course, make public any forecasts as to its future financial performance. However, in connection with Parent's evaluation of the transactions contemplated by the Merger Agreement, the Company provided Parent with certain projected financial information concerning the Company. Such information included, among other things, the Company's projections of gross sales, net income and earnings per Share for the Company for the fiscal years 2001 through 2005. Set forth below is a summary of such projections. These projections should be read together with the financial statements of the Company that can be obtained from the SEC as described above. YEAR ENDED MARCH 31, (IN THOUSANDS, EXCEPT PER SHARE DATA) 2001 2002 2003 2004 2005 ---------- ---------- ---------- ---------- ---------- Revenue............ $142,003 $163,323 $192,711 $226,524 $265,029 Net Income......... $ 4,931 $ 9,742 $ 13,198 $ 15,993 $ 19,311 Earnings Per Share. $ 0.72 $ 1.41 $ 1.90 $ 2.28 $ 2.74 It is the understanding of Parent and the Purchaser that the above projections were not prepared with a view to public disclosure or compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts and are included herein only because such information was provided to Parent and the Purchaser in connection with its evaluation of a business combination transaction. The projections do not purport to present operations in accordance with generally accepted accounting principles, and the Company's independent auditors have not examined or compiled the projections presented herein and accordingly assume no responsibility for them. These forward-looking statements (as that term is defined in the Private Securities Litigation Reform Act of 1995) are subject to certain risks and uncertainties that could cause actual results to differ materially from the projections. The Company has advised Parent and the Purchaser that its internal financial forecasts (upon which the projections provided to Parent were based in part) are, in general, prepared solely for internal use and capital budgeting and other management decisions and are subjective in many respects and thus susceptible to interpretations and periodic revision based on actual experience and business developments. The projections also reflect numerous assumptions (not all of which were provided to Parent and the Purchaser...
Certain Projections. The Company does not, as a matter of course, make public any forecasts as to its future financial performance. However, in connection with Xxxxxx's review of the transactions contemplated by the Offer and the Merger, the Company has provided Parent with certain nonpublic information concerning the Company and its subsidiaries. Such information included, among other things, the Company's projections of consolidated net revenues, net earnings before interest and taxes ("EBIT") and net income for the Company for the fiscal years 1999 through 2002. The information provided to Parent by the Company (the "Projections") discloses, among other things, the following: FISCAL YEAR ENDED MARCH 31, ----------------------------------------------- 1999 2000 2001 2002 ---------- -------- ---------- ---------- (AMOUNTS IN THOUSANDS) Net Revenue............... $1,279,750 $789,274 $1,094,787 $1,274,387 EBIT...................... 168,765 37,062 68,900 102,526 Net Income................ 136,028 50,422 78,553 103,840 The Projections reflect the Company's forecast of its consolidated net revenue, EBIT and net income on a stand-alone basis and without reflecting any potential synergies from the consummation of the Offer and 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 COMMISSION OR THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS REGARDING PROJECTIONS AND WERE NOT PREPARED WITH THE ASSISTANCE OF, OR REVIEWED BY, INDEPENDENT ACCOUNTANTS. SUCH PROJECTIONS ARE INCLUDED BY PURCHASER IN THIS OFFER TO PURCHASE SOLELY BECAUSE SUCH INFORMATION WAS FURNISHED TO PARENT AND PURCHASER BY THE COMPANY. NONE OF PARENT, PURCHASER, THE COMPANY, XXXXXXX, XXXXXXX XXXXX OR ANY OTHER PERSON PROVIDES ANY ASSURANCE AS TO THE VALIDITY OR ACCURACY OF THE PROJECTED OUTCOMES OR COMPLETENESS OF THE PROJECTIONS AND THE INCLUSION OF SUCH PROJECTED INFORMATION IN THIS OFFER TO PURCHASE SHOULD NOT BE REGARDED AS AN INDICATION THAT ANY SUCH PERSONS CONSIDER SUCH PROJECTED OUTCOMES TO BE ACCURATE OR RELIABLE. 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. WHILE PRESENTED WITH NUMERICAL SPECIFICITY, THE PROJECTIONS ARE BASED ON A VARIETY OF ASSUMPTIONS RELATING TO THE BUSINESSES OF THE COMPANY, INDUSTRY PERFORMANCE, G...
Certain Projections. On or before June 1, 1999, NovaCare shall deliver to the Agent and the Banks a cash flow forecast and financial projections of NovaCare and its Subsidiaries for the period beginning on July 1, 1999 and ending on the Expiration Date. Such forecast and projections shall be based upon various assumptions of NovaCare's management and represent reasonable possible results in light of the condition of the business of NovaCare and its Subsidiaries as of such date and as foreseeable as of such date including the intentions of NovaCare's management. Such forecast and projections shall include any other information reasonably requested by the Agent or any Bank, including, without limitation, for purposes of determining the terms and provisions of the Reduced Facility. NovaCare shall work with its accountants, PricewaterhouseCoopers LLP, (or successor thereto in accordance with this Agreement), so that such accountants shall be reasonably available as the Agent
Certain Projections. AveXis has provided Parent with selected unaudited financial information concerning AveXis. Such information is described in AveXis' Schedule 14D-9, which is being filed with the SEC on the date of this Offer to Purchase and is being mailed to the AveXis stockholders together with this Offer to Purchase. AveXis stockholders are urged to, and should, carefully read the Schedule 14D-9.
Certain Projections. The Company has provided its board of directors and financial advisors with selected unaudited financial information concerning the Company. Such information was not provided to Parent, but is described in the Company's Schedule 14D-9, which is being filed with the SEC on the date of this Offer to Purchase and is being mailed to the Company's stockholders together with this Offer to Purchase. The Company's stockholders are urged to, and should, carefully read the Schedule 14D-9.
