Income Statements. Schedule 3.3 sets forth (a) the unaudited consolidated statement of income (before taxes and interest) of the Publications for the fiscal year ended December 31, 2006 and (b) unaudited consolidated statement of income (before taxes and interest) of the Publications for the period through June 30, 2007 (the “Income Statement Date”) (the financial statements referred to in clauses (a) and (b) being “Income Statements”). Mxxxxx Publishing operates (and reports its financial results) as a single operating segment. Accordingly, separate balance sheets, income statements or other financial statements are not maintained for the Publications as a group, or for any individual Publication. The Income Statements were prepared, (i) specifically in contemplation of this Agreement, (ii) following the guidance of the Securities and Exchange Commission (the “SEC”) for preparing full carve-out income statements (but disregarding interest and taxes, as described in Schedule 3.3), (iii) from Mxxxxx Publishing’s consolidated statements of income, and (iv) on the accrual basis in accordance with GAAP. Schedule 3.3 also sets forth a true and complete line item reconciliation of such Income Statements to GAAP and to the requirements for “carve out” financial statements. The Income Statements reflect fees for management and shared services paid to Affiliates and allocations of shared expenses based upon various factors (such as a percentage of circulation, advertising revenue, total revenue, newsprint consumption or employees) deemed by Mxxxxx Publishing as of the Income Statement Date to be appropriate for such expenses, but no attempt has been made to determine what such costs would have been if the Publications had been operated on a stand-alone basis. Subject to the foregoing, the Income Statements fairly present in all material respects the results of operations of the Publications (before interest and taxes) for the periods covered thereby and have been prepared in conformity with Sellers Accounting Practices. The Working Capital History has been prepared in accordance with Sellers Accounting Practices and consistent with past practice. Sellers shall deliver on the Closing Date to Buyer a schedule of the Publications’ outstanding accounts receivable as of the Closing Date. All such accounts receivable have arisen in the ordinary course of business consistent with past practice and represent bona fide indebtedness incurred by the applicable account debtor and have been properly adjusted for bankrupt and other uncollectible accounts in accordance with Sellers Accounting Practices. Assuming reasonable collection efforts by Buyer, Mxxxxx Communications and Sellers have no reason to believe that such accounts receivable would not be collectible (net of Sellers’ reserves for uncollectible receivables established by Sellers in the ordinary course of business consistent with past practice).
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Samples: Asset Purchase Agreement (Morris Publishing Finance Co), Asset Purchase Agreement (Morris Publishing Finance Co)
Income Statements. Schedule 3.3 sets forth (a) the unaudited consolidated statement of income (before taxes and interest) financial summary of the Publications for the fiscal year ended December 31, 2006 2016 and (b) unaudited consolidated statement of income (before taxes and interest) financial summary of the Publications for the period through June 30May 31, 2007 2017 (the “Income Statement Date”) (the financial statements referred to in clauses (a) and (b) being “Income Statements”). Mxxxxx Xxxxxx Publishing operates (and reports its financial results) as a single operating segment. Accordingly, separate balance sheets, income statements or other financial statements are not maintained for the Publications as a group, or for any individual Publication. The Income Statements were prepared, (i) specifically in contemplation of this Agreement, (ii) following the guidance of the Securities and Exchange Commission (the “SEC”) for preparing full carve-out income statements (but disregarding interest and taxes, as described in Schedule 3.3), (iii) from Mxxxxx Xxxxxx Publishing’s consolidated statements of income, and (iviii) on the accrual basis in accordance with GAAPbasis. Schedule 3.3 also sets forth a true and complete line item reconciliation of such The Income Statements exclude certain corporate related expenses and make assumed adjustments related to GAAP newsprint, occupancy and printing costs, as disclosed in the notes to the requirements for “carve out” financial statementsSchedule 3.3. The Income Statements reflect fees for management and shared services paid to Affiliates and allocations of shared expenses based upon various factors (such as a percentage of circulation, advertising revenue, total revenue, newsprint consumption or employees) deemed by Mxxxxx Xxxxxx Publishing as of the Income Statement Date to be appropriate for such expenses, but no attempt has been made to determine what such costs would have been if the Publications had been operated on a stand-alone basis. The revenue items on the Income Statements reflect components derived from and prepared consistently with the methods used in the preparation of Xxxxxx Publishing's financial statements, which methods are used by Sellers in the ordinary cause of business consistent with past practice and are in accordance with GAAP. Subject to the foregoing, the Income Statements fairly present in all material respects the results of operations revenues of the Publications (before interest and taxes) for the periods covered thereby and have been prepared in conformity with Sellers Accounting Practices. The Working Capital History has been prepared in accordance with Sellers Accounting Practices and consistent 05799 Asset Purchase AgreementMorris Publishing Group 18 with past practice. Sellers shall deliver on the Closing Date to Buyer a schedule of the Publications’ outstanding accounts receivable as of the Closing Date. All such accounts receivable have arisen in the ordinary course of business consistent with past practice and represent bona fide indebtedness incurred by the applicable account debtor and have been properly adjusted for bankrupt and other uncollectible accounts in accordance with Sellers Accounting Practices. Assuming reasonable collection efforts by Buyer, Mxxxxx Xxxxxx Communications and Sellers have no reason to believe that such accounts receivable would not be collectible (net of Sellers’ reserves for uncollectible receivables established by Sellers in the ordinary course of business consistent with past practice).
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Samples: Asset Purchase Agreement (New Media Investment Group Inc.)
Income Statements. Schedule 3.3 sets forth (a) the unaudited consolidated statement of income (before taxes and interest) of the Publications for the fiscal year ended December 31, 2006 and (b) unaudited consolidated statement of income (before taxes and interest) of the Publications for the period through June 30, 2007 (the “Income Statement Date”) (the financial statements referred to in clauses (a) and (b) being “Income Statements”). Mxxxxx Xxxxxx Publishing operates (and reports its financial results) as a single operating segment. Accordingly, separate balance sheets, income statements or other financial statements are not maintained for the Publications as a group, or for any individual Publication. The Income Statements were prepared, (i) specifically in contemplation of this Agreement, (ii) following the guidance of the Securities and Exchange Commission (the “SEC”) for preparing full carve-out income statements (but disregarding interest and taxes, as described in Schedule 3.3), (iii) from Mxxxxx Xxxxxx Publishing’s consolidated statements of income, and (iv) on the accrual basis in accordance with GAAP. Schedule 3.3 also sets forth a true and complete line item reconciliation of such Income Statements to GAAP and to the requirements for “carve out” financial statements. The Income Statements reflect fees for management and shared services paid to Affiliates and allocations of shared expenses based upon various factors (such as a percentage of circulation, advertising revenue, total revenue, newsprint consumption or employees) deemed by Mxxxxx Xxxxxx Publishing as of the Income Statement Date to be appropriate for such expenses, but no attempt has been made to determine what such costs would have been if the Publications had been operated on a stand-alone basis. Subject to the foregoing, the Income Statements fairly present in all material respects the results of operations of the Publications (before interest and taxes) for the periods covered thereby and have been prepared in conformity with Sellers Accounting Practices. The Working Capital History has been prepared in accordance with Sellers Accounting Practices and consistent with past practice. Sellers shall deliver on the Closing Date to Buyer a schedule of the Publications’ outstanding accounts receivable as of the Closing Date. All such accounts receivable have arisen in the ordinary course of business consistent with past practice and represent bona fide indebtedness incurred by the applicable account debtor and have been properly adjusted for bankrupt and other uncollectible accounts in accordance with Sellers Accounting Practices. Assuming reasonable collection efforts by Buyer, Mxxxxx Xxxxxx Communications and Sellers have no reason to believe that such accounts receivable would not be collectible (net of Sellers’ reserves for uncollectible receivables established by Sellers in the ordinary course of business consistent with past practice).
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