Company Projections Clause Samples

Company Projections. In connection with ▇▇▇▇▇▇’s due diligence review, subsequent to the execution of the Confidentiality Agreement, the Company provided from time to time to Parent certain non-public financial information and projections about the Company. This is information prepared by the Company’s management and is subjective in many respects. The projected financial information for the remainder of fiscal 2011 summarized below (the “Fiscal 2011 Projections”) was provided to Parent on September 21, 2011. Table of Contents Net sales $ 97.9 $ 139.0 $ 438.6 Gross margin 39.4 51.3 178.2 Percent of sales 40.2 % 36.9 % 40.6 % Selling, general and administrative expenses 52.8 55.3 209.9 Percent of sales 54.0 % 39.8 % 47.8 % Store pre-opening and closing expenses 0.3 0.3 1.5 Operating profit (loss) (13.8 ) (4.3 ) (33.2 ) Interest expense 0.3 0.3 1.0 Income (loss) before income taxes (14.0 ) (4.6 ) (34.2 ) Provision for (benefit from) income taxes 0.0 0.0 (0.2 ) Net income (loss) $ (14.1 ) $ (4.6 ) $ (34.0 ) Earnings (loss) per share $ (0.55 ) $ (0.18 ) $ (1.33 ) Store count 134 134 134 Capital expenditures $ 6.9 $ 8.0 $ 8.0 Cash and cash equivalents $ 7.1 $ 20.1 $ 20.1 Inventories $ 118.7 $ 97.9 $ 97.9 Total assets $ 205.9 $ 195.2 $ 195.2 Short-term debt $ 24.0 $ 19.0 $ 19.0 Trade accounts payable $ 35.6 $ 35.2 $ 35.2 Accrued expenses and other current liabilities $ 25.8 $ 24.9 $ 24.9 Total liabilities $ 102.2 $ 95.6 $ 95.6 Shareholders’ equity $ 103.7 $ 99.6 $ 99.6 1 Except for Capital expenditures, which is presented year to date, all information is as of the end of the period. Information contained above has generally been presented in rounded numbers. Certain of the totals presented in this section may have been affected by the use of this rounded information. Although Parent and the Purchaser were provided with the projections summarized above, they did not base their analysis of the Company solely on these or any other projections provided by the Company. The Company advised ▇▇▇▇▇▇ and the Purchaser that the inclusion of this information should not be regarded as an indication that any of the Company, its respective representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results, nor should this information be relied on as such. None of the Company, Parent, Purchaser or their respective affiliates assumes any responsibility for the accuracy of this information. The projections were not prepare...

Company Projections. The Company has previously delivered to Parent in writing: (i) a revised budget of the Company for the fiscal year ending September 30, 2009 and (ii) the most recent financial projections of the Company for the three months ending December 31, 2008 and for the years ending December 31, 2009, December 31, 2010, December 31, 2011 and December 31, 2012 ((i) and (ii) collectively, the “Company Financial Projections”), and all assumptions used by the Company’s management or any other Person in preparing such Company Financial Projections (the “Assumptions”). The Assumptions and the Company Financial Projections are reasonable and have been prepared in good faith.

Company Projections. Schedule 3.28 contains a true and accurate copy of the 2010 Plan. The financial projections contained in the 2010 Plan were made by the Company in good faith and were based on assumptions that were when made and are as of the date hereof and as of the Closing reasonable in the good faith judgment of the Company’s Chief Executive Officer. There is no guarantee that the 2010 Plan will be achieved.

Company Projections. Part 2.23 of the Company Disclosure Schedule sets forth financial projections of the Company for the calendar quarterly periods through December 31, 2009 (the “Company Financial Projections”) and all assumptions used by the Company’s management or any other Person in preparing such Company Financial Projections (the “Assumptions”).

Company Projections. Seller has furnished to Purchaser copies of (i) the pro forma income statement for the Business for the year ending December 31, 2000 based on the historical results of operations for the period through September 30, 2000 and Seller's projected results of operations for the fiscal quarter ending December 31, 2000 and (ii) projections for fiscal years 2001, 2002, and 2003 (collectively, the "Company's Pro Forma Statements and Projections"). The Company's Pro Forma Statements and Projections (i) have been prepared in good faith, (ii) represent Seller's best estimate of the results of operations for the periods presented therein based on the assumptions set forth therein, (iii) are based on the assumptions set forth therein, which Seller reasonably believes to be fair and reasonable (including, without limitation, all assumptions with respect to the reduction of selling and other costs), and (iv) with respect to the portion of the pro forma income statement for fiscal year 2000 that has been derived from Seller's historical financial statements, are consistent with Seller's books and records and accurately reflect in all material respects the operations of the Business for such period; provided, however, that the foregoing representations in this Section 4.9(b) are conditioned upon Purchaser's acknowledgement that the Company's Pro Forma Statements and Projections are estimates based on assumptions related to future events, that actual results may vary from such estimates and that estimates are not to be understood as a guarantee or a representation of the Company that such results will be achieved. The Company's Pro Forma Statements and Projections are attached hereto as Schedule 4.9(b).

Company Projections. The financial projections contained in Schedule 1.5(e) (the “Company Projections”) were made by the Company in good faith and were based on assumptions that were (when made) and are (as of the date hereof) reasonable.

Company Projections. Part 2.24 of the Disclosure Schedule sets forth consolidated financial projections of the Company and its Subsidiaries for the periods through December 31, 2001 (the "Company Financial Projections") and all assumptions used by the Company's management or any other Person in preparing such Company Financial Projections (the "Assumptions"). The Company reasonably believes that the Assumptions constitute all of the assumptions necessary in order to accurately prepare the Company Financial Projections. The Company Financial Projections have been prepared in good faith and the Company reasonably believes that the Company Financial Projections are materially accurate. Except as explicitly set forth in the Assumptions, the Company has no reason to believe that the Company Financial Projections will not be achieved or that the Assumptions will prove to be inaccurate or incomplete.

Company Projections. In connection with Parent’s due diligence review, the Company provided to Parent certain projected financial information concerning the Company, including certain non-risk adjusted unaudited financial forecasts prepared by the Company’s management (the “Projections”). Set forth below are summaries of the Projections provided to us. The inclusion of the Projections in this Offer should not be regarded as an indication that any of Parent, Purchaser, the Company or their respective affiliates or representatives considered, or now consider, the Projections to be a reliable prediction of actual future events or results, and the Projections should not be relied upon as such. The Projections are being provided in this document only because the Company made them available to Parent in connection with Parent’s due diligence review of the Company. None of Parent, Purchaser, the Company or any of their respective affiliates or representatives assumes any responsibility for the accuracy of the Projections or makes any representation to any stockholder regarding the Projections, and none of them intends to update or otherwise revise the Projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Projections are shown to be in error. The Company’s financial reporting is based on 13 four-week periods. There are three periods (twelve weeks) in each of the first three fiscal quarters and four periods in the fourth fiscal quarter. Below is certain summary historical and projected financial information of the Company. 21 Table of Contents