Financial Condition and Results of Operations Sample Clauses

Financial Condition and Results of Operations. The following includes Xxxxxxxx’x management’s discussion of the financial results, liquidity and other key items related to Xxxxxxxx’x performance and should be read in conjunction with the consolidated financial statements of Ducommun and related notes filed with the SEC. In addition, the following includes XxXxxxx’x management’s discussion of the financial results, liquidity and historical financial condition of XxXxxxx for periods completed prior to the consummation of the Transactions, which should be read in conjunction with the consolidated financial statements of XxXxxxx and related notes filed with the SEC. All references to fiscal year 2010, 2009 and 2008 refer to fiscal years ended December 31, 2010, 2009 and 2008, respectively, in the case of Ducommun, and the fiscal years ended June 27, 2010, June 28, 2009 and June 29, 2008, respectively, in the case of XxXxxxx. The discussion and analysis of historical periods prior to the consummation of the Transactions does not reflect the significant impact that the Transactions will have on us. See “Unaudited Pro Forma Condensed Combined Financial Data.” Unless the context indicates otherwise, the terms “Ducommun,” “we,” “our” or “us” are used to refer to Ducommun and its consolidated subsidiaries, including, where applicable, XxXxxxx on a pro forma basis. The term “XxXxxxx” refers to XxXxxxx, Inc. and its consolidated subsidiaries.
Sample 1
AutoNDA by SimpleDocs
Financial Condition and Results of Operations. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to inform the reader about matters affecting the financial condition and results of operations of SMLP and its subsidiaries. As a result, the following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in this report. Among other things, the consolidated financial statements and the related notes include more detailed information regarding the basis of presentation for the following information. This discussion contains forward-looking statements that constitute our plans, estimates and beliefs. These forward-looking statements involve numerous risks and uncertainties, including, but not limited to, those discussed in Forward-Looking Statements. Actual results may differ materially from those contained in any forward-looking statements. You should read the following discussion and analysis of financial condition and results of operations in conjunction with the financial statements, and the notes thereto, included in Item 8, “Financial Statements and Supplementary Data” of this Current Report on Form 8-K. This MD&A comprises the following sections: • Overview • Trends and Outlook • How We Evaluate Our Operations • Results of Operations • Liquidity and Capital Resources • Critical Accounting Estimates • Forward-Looking Statements Overview We are a value-driven limited partnership focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in unconventional resource basins, primarily shale formations, in the continental United States. We classify our midstream energy infrastructure assets into two categories: • Core Focus Areas – core producing areas of basins in which we expect our gathering systems to experience greater long-term growth, driven by our customers’ ability to generate more favorable returns and support sustained drilling and completion activity in varying commodity price environments. In the near-term, we expect to concentrate the majority of our capital expenditures in our Core Focus Areas. Our Utica Shale, Ohio Gathering, Williston Basin, DJ Basin and Permian Basin reportable segments (as described below) comprise our Core Focus Areas. • Legacy Areas – production basins in which we expect volume throughput on our gathering systems to experience relatively lower long-term growth compared to our Core Focus Areas, given that ...
Sample 1
Financial Condition and Results of Operations. The General Disclosure Package fairly and accurately describes (i) all material trends, demands, commitments and events known to the Company and uncertainties, and the potential effects thereof, that the Company believes would be materially affect its liquidity and are reasonably likely to occur; and (ii) neither the Company nor any of the Subsidiaries and Affiliated Entities is engaged in any transaction with, or have any obligation to, its unconsolidated entities (if any) that is contractually limited to narrow activities that facilitate the transfer of or access to assets by the Company or any of the Subsidiaries and Affiliated Entities, including, without limitation, structured finance entities and special purpose entities, or otherwise engage in, or have any obligation under, any off-balance sheet transaction or arrangement. As used herein, the phrase “reasonably likely” refers to a disclosure threshold lower than “more likely than not”.
Sample 1
Financial Condition and Results of Operations. (y) with respect to the annual and quarterly information, a presentation of Adjusted EBITDA of the Issuer (the foregoing financial information to be prepared on a basis substantially consistent with the presentation of non-GAAP financial measures included in the Offering Memorandum); and (z) with respect to the annual financial statements only, a report on the annual financial statements by the Issuer’s independent registered public accounting firm; it being understood that the Issuer shall not be required to include, except as otherwise provided in this Section 4.02(a), any other adjustment that would be required by any SEC rule, regulation or interpretation, including but not limited to any “push down” accounting adjustment; and (ii) within five Business Days after the occurrence of an event required to be therein reported, such other information containing substantially the same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.06, 4.01, 4.02, 5.01 and 5.02(b) with respect to executive officers and (c)(1) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) (but excluding, for the avoidance of doubt, financial statements and exhibits that would be required pursuant to Item 9.01 of Form 8-K other than financial statements and pro forma financial information required pursuant to clauses (a) and (b) of Item 9.01 of Form 8-K (in each case relating to transactions required to be reported pursuant to Item 2.01 of Form 8-K) to the extent available (as determined by the Issuer in good faith, which determination shall be conclusive)) if the Issuer had been a reporting company under the Exchange Act; provided, however, that no such current report will be required to be furnished if the Issuer determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of the Issuer and its Restricted Subsidiaries, taken as a whole, and the Issuer may omit from such disclosure any terms of such event if the Issuer determines in its good faith judgment that disclosure of such terms would otherwise cause material competitive harm to the business, assets, operations, financial position or prospects of the Issuer and its Restricted Subsidiaries, taken as a whole; provided, that such non-disclosure shall be limited only to those specific provisions that would cause materi...
Sample 1
Financial Condition and Results of Operations. MagneTek has furnished to Buyer (i) the unaudited balance sheet and related unaudited statements of income (including the deprecation, amortization and capital spending data to the extent noted on Schedule 3.14) of the Division for the fiscal years ended June 30, 1993 and June 30, 1994 and (ii) the unaudited balance sheet and related unaudited statement of income of the Division for the three-month period ended September 30, 1994 (collectively, the "Financial Statements"), each of which are set forth on Schedule 3.14. Except as set forth therein or on Schedule 3.14, the Financial Statements present fairly the financial condition and results of operations of the Division as of the dates and for the periods indicated and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis with prior periods. Except as set forth on Schedule 3.14, the Adjusted July Balance Sheet fairly presents, in all material respects, the Division Assets and Division Liabilities on To the Knowledge of Sellers, other than the Retained Liabilities, there are no material Liabilities of or relating to the Division, except (a) Liabilities which are reflected or reserved against on the Adjusted July Balance Sheet and which have not been paid or discharged since the date thereof, (b) Liabilities arising under the Contracts listed on Schedule 3.7 (or under Contracts which, pursuant to the terms of Section 3.7, are not required to be so listed), and (c) other Division Liabilities that were incurred since the date of the Adjusted July Balance Sheet in the ordinary course of the Business and consistent with the Division's past practices.
Sample 1
Financial Condition and Results of Operations accurately and fully describe: (i) (a) the accounting policies that the Company believes to be the most important in the portrayal of the Company’s financial condition and results of operations and which require management’s most difficult, subjective or complex judgments (“Critical Accounting Policies”), (b) the uncertainties affecting the application of Critical Accounting Policies, and (c) an explanation of the likelihood that materially different amounts would be reported under different conditions or using different assumptions; and (ii) (a) all material trends, demands, commitments, events, uncertainties and risks, and the potential effects thereof, that the Company believes would materially affect liquidity and are reasonably likely to occur, and (b) neither the Company nor any of the Subsidiaries is engaged in any transactions with, or have any obligations to, its unconsolidated entities (if any) that are contractually limited to narrow activities that facilitate the transfer of or access to assets by the Company or the Subsidiaries, including structured finance entities and special purpose entities, or otherwise engage in, or have any obligations under, any off- balance sheet transactions or arrangements. As used herein, the phrase reasonably likely refers to a disclosure threshold lower than more likely than not; and the description set forth in the DRHP, RHP or Prospectus, as the case may be, under the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presents fairly and accurately the factors the management of the Company believes have in the past and may in the foreseeable future affect the financial condition and results of operations of the Company and its Subsidiaries;
Sample 1
Financial Condition and Results of Operations and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and
Sample 1
AutoNDA by SimpleDocs
Financial Condition and Results of Operations. Seller has previously furnished to Purchaser true, correct and complete copies of the balance sheet of Seller as of December 31, 1998 and as of April 30, 1999 (the latter being referred to herein as the "Most Recent Balance
Sample 1

Related to Financial Condition and Results of Operations

  • Statement of Operations d. Statement of Changes in Net Assets.

  • BID TABULATION AND RESULTS Bid tabulations shall be available thirty (30) days after opening on the Orange County website at: xxxx://xxxx.xxxx.xxx/orangebids/bidresults/results.asp or upon notice of intended action, whichever is sooner.

  • Financial Condition There shall have been no material adverse change, as determined by Bank, in the financial condition or business of Borrower, nor any material decline, as determined by Bank, in the market value of any collateral required hereunder or a substantial or material portion of the assets of Borrower.

  • SUSPENSION OF OPERATIONS Concessionaire shall, at the direction of Department, immediately suspend, delay or interrupt Concessionaire’s operation of all or any part of the Concession Premises for such period of time as Department may determine to be appropriate to protect the Concession Premises and/or public health, safety, and welfare due to the occurrence of hazardous work conditions, emergency conditions, and/or any other cause including, but not limited to, Concessionaire's failure to perform any of the covenants, agreements, and conditions contained in this Agreement on its part to be performed. Concessionaire hereby waives any claim, and Department shall not be liable to any party claiming through Concessionaire, for damages, payment abatement, or compensation as a result of Department's actions under this Paragraph or this Agreement. Department's suspension of Concessionaire's operations shall be in addition to any other right or remedy available by law or in equity.

  • Financial Condition; Financial Statements (a) On and as of the Restatement Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 7.10(a), “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. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

  • Hours of Operation Tenant will carry on its business diligently and continuously in the Premises and will keep the Premises open for business not less than sixteen (16) consecutive hours each day seven (7) days per week, including holidays. Director or his/her representative may, from time to time, change such required hours of operation, in which event, Tenant will remain open during such revised hours. Similarly, Tenant may, from time to time, request to revise its hours of operation. Such change must be approved by Director or his/her representative, in writing, prior to its occurrence. Tenant may not, at any time, vacate or abandon the Premises.

  • CONTINUITY OF OPERATIONS (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower's stock (other than dividends payable in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends, if Borrower is a "Subchapter S Corporation" (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower's stock, or purchase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure.

  • Financial Conditions Section 4.01. (a) The Recipient shall maintain or cause to be maintained a financial management system, including records and accounts, and prepare financial statements in a format acceptable to the Bank, adequate to reflect the operations, resources and expenditures in respect of the Project and each Sub-project (including its cost and the benefits to be derived from it).

  • Financial Statements; Financial Condition All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.

  • Control of Operations Without in any way limiting any party’s rights or obligations under this Agreement, the parties understand and agree that (a) nothing contained in this Agreement shall give Parent or the Company, directly or indirectly, the right to control or direct the other party’s operations prior to the Effective Time and (b) prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

Time is Money Join Law Insider Premium to draft better contracts faster.