Industries Guides from 205 to 215, Sustainability from 216-223 and exhibits from 224 to 263
Securities Regulation, SEC reporting, Concept release- Disclosure Effectiveness Initiative
Winnebago Industries is acquiring Newmar, a manufacturer of premium Class A motorhomes, for approximately $344 million in cash and stock. The acquisition enhances Winnebago's position in the motorhome market and expands its premium product portfolio. It is expected to be immediately accretive to cash earnings per share. The combined company will have greater scale and profitability in the motorhome segment.
Winnebago Industries plans to acquire Newmar Corporation for approximately $344 million in cash and stock. Newmar is a leading manufacturer of Class A diesel motorhomes and will expand Winnebago's premium motorhome portfolio. The acquisition is expected to be immediately accretive to cash flow and earnings. Winnebago believes the cultural and strategic alignment between the companies will allow them to achieve synergies and leverage their combined strengths to drive long-term growth.
This document provides an overview of Winnebago Industries for potential investors. It summarizes Winnebago's business strategy, financial performance, product portfolio, and market position. Key points include:
- Winnebago has a diversified portfolio of outdoor lifestyle brands across motorhomes, towables, and marine with the goal of creating lifetime customers.
- Financial results have strengthened following the acquisition of Newmar, with increasing revenues, profits, and unit deliveries reported over the last year.
- The company has a leading market share in both motorhome and towable segments in North America.
This presentation by Truist NDR contains forward-looking statements about Winnebago Industries' performance that are inherently uncertain. It discusses risks like uncertainty from COVID-19, economic conditions, competition, supply chain issues, and more that could impact results. It provides non-GAAP financial metrics like EBITDA to allow for comparability between periods. The document also notes the company's leadership team and strategic priorities around areas like culture, brand building, technology, customer experience, and operational excellence.
1) The company reported 1.2% comparable revenue growth in Q2 2018 compared to the prior year. Digital sales increased as a percentage of total sales and mobile sales grew as a percentage of digital sales.
2) The net loss improved by $2 million, EPS improved by $0.03, and Adjusted EBITDA grew 12% compared to Q2 2017.
3) Guidance for 2018 was affirmed, with expected normalized sales growth of 2-5% and Adjusted EBITDA of $19-21 million.
Q & As for Auditors & Accountants on the New Companies Act & Auditing Profess...Jayne Hunter-Rhys
This document provides an overview of key aspects of the Companies Act and Auditing Profession Act in South Africa, including:
- Requirements for accounting records, financial statements, audits, and independent reviews for different types of companies.
- Circumstances where audits are mandatory or financial statements must be independently reviewed.
- Financial reporting standards and what constitutes a "reportable irregularity".
- Duties and liabilities of registered auditors.
- Differences between the Companies Act and Auditing Profession Act, such as provisions around audit tenure, rotation of auditors, and prohibited non-audit services.
The document also lists over 365 questions and answers on topics related to
1. Bragg reported financial results for the first half of 2021 with revenue increasing 27.6% compared to the same period in 2020 and Adjusted EBITDA up 8.5% despite regulatory changes in Germany.
2. For the full year 2021, Bragg expects revenue between €47-49 million and Adjusted EBITDA between €4.8-5.4 million, accounting for the impact of new regulations in Germany.
3. Looking ahead, Bragg provided revenue guidance of €54-56 million for 2022 driven by its expansion into new markets, growth of existing markets and customers, and acquisitions completed in 2021.
Juniper Networks reported financial results for Q3 2013 with the following highlights:
- Revenue increased 3% quarter-over-quarter and 6% year-over-year to $1.186 billion
- Non-GAAP operating margin was 19.8%, up 0.9 percentage points quarter-over-quarter and up 2.9 percentage points year-over-year
- Non-GAAP diluted EPS was $0.33, up $0.04 quarter-over-quarter and up $0.11 year-over-year
The company provided guidance for Q4 2013 with projected revenue between $1.2-1.23 billion and non-GAAP diluted EPS between $
Winnebago Industries is acquiring Newmar, a manufacturer of premium Class A motorhomes, for approximately $344 million in cash and stock. The acquisition enhances Winnebago's position in the motorhome market and expands its premium product portfolio. It is expected to be immediately accretive to cash earnings per share. The combined company will have greater scale and profitability in the motorhome segment.
Winnebago Industries plans to acquire Newmar Corporation for approximately $344 million in cash and stock. Newmar is a leading manufacturer of Class A diesel motorhomes and will expand Winnebago's premium motorhome portfolio. The acquisition is expected to be immediately accretive to cash flow and earnings. Winnebago believes the cultural and strategic alignment between the companies will allow them to achieve synergies and leverage their combined strengths to drive long-term growth.
This document provides an overview of Winnebago Industries for potential investors. It summarizes Winnebago's business strategy, financial performance, product portfolio, and market position. Key points include:
- Winnebago has a diversified portfolio of outdoor lifestyle brands across motorhomes, towables, and marine with the goal of creating lifetime customers.
- Financial results have strengthened following the acquisition of Newmar, with increasing revenues, profits, and unit deliveries reported over the last year.
- The company has a leading market share in both motorhome and towable segments in North America.
This presentation by Truist NDR contains forward-looking statements about Winnebago Industries' performance that are inherently uncertain. It discusses risks like uncertainty from COVID-19, economic conditions, competition, supply chain issues, and more that could impact results. It provides non-GAAP financial metrics like EBITDA to allow for comparability between periods. The document also notes the company's leadership team and strategic priorities around areas like culture, brand building, technology, customer experience, and operational excellence.
1) The company reported 1.2% comparable revenue growth in Q2 2018 compared to the prior year. Digital sales increased as a percentage of total sales and mobile sales grew as a percentage of digital sales.
2) The net loss improved by $2 million, EPS improved by $0.03, and Adjusted EBITDA grew 12% compared to Q2 2017.
3) Guidance for 2018 was affirmed, with expected normalized sales growth of 2-5% and Adjusted EBITDA of $19-21 million.
Q & As for Auditors & Accountants on the New Companies Act & Auditing Profess...Jayne Hunter-Rhys
This document provides an overview of key aspects of the Companies Act and Auditing Profession Act in South Africa, including:
- Requirements for accounting records, financial statements, audits, and independent reviews for different types of companies.
- Circumstances where audits are mandatory or financial statements must be independently reviewed.
- Financial reporting standards and what constitutes a "reportable irregularity".
- Duties and liabilities of registered auditors.
- Differences between the Companies Act and Auditing Profession Act, such as provisions around audit tenure, rotation of auditors, and prohibited non-audit services.
The document also lists over 365 questions and answers on topics related to
1. Bragg reported financial results for the first half of 2021 with revenue increasing 27.6% compared to the same period in 2020 and Adjusted EBITDA up 8.5% despite regulatory changes in Germany.
2. For the full year 2021, Bragg expects revenue between €47-49 million and Adjusted EBITDA between €4.8-5.4 million, accounting for the impact of new regulations in Germany.
3. Looking ahead, Bragg provided revenue guidance of €54-56 million for 2022 driven by its expansion into new markets, growth of existing markets and customers, and acquisitions completed in 2021.
Juniper Networks reported financial results for Q3 2013 with the following highlights:
- Revenue increased 3% quarter-over-quarter and 6% year-over-year to $1.186 billion
- Non-GAAP operating margin was 19.8%, up 0.9 percentage points quarter-over-quarter and up 2.9 percentage points year-over-year
- Non-GAAP diluted EPS was $0.33, up $0.04 quarter-over-quarter and up $0.11 year-over-year
The company provided guidance for Q4 2013 with projected revenue between $1.2-1.23 billion and non-GAAP diluted EPS between $
This document is about Aaron's mom. It provides biographical details about her, such as that she studied to be a vet in college, taught Aaron about animal anatomy, and was born in Bolivia. It also lists some of her favorites, including Jigglypuff from Pokemon, the ponyta, and Pikachu. Her favorite food is empanadas and her favorite number is 18 because that's how old she was when Aaron was born. The document concludes with a brief section about her jobs, including previously working at a restaurant in San Antonio and currently babysitting in Washington D.C.
This document advertises a confidence-building workshop and master class hosted by Angie Speller. The introductory workshop will help participants identify their fears and leave with 10 daily principles to increase confidence. The master class will help identify core values and add unique value to businesses through creative opportunities. Pricing is $65 for the introductory workshop and $250 for the master class, which provides individual attention. Angie Speller is a licensed mental health counselor who has experience in substance abuse, eating disorders, relationships and more. The workshop provides engaging material and interactions to build confidence.
This short document promotes creating presentations using Haiku Deck, a tool for making slideshows. It encourages the reader to get started making their own Haiku Deck presentation and sharing it on SlideShare. In just one sentence, it pitches the idea of using Haiku Deck to easily create engaging slideshow presentations.
Puppies are born blind and unable to walk, learning to do so between 2-5 weeks old. They need to eat 3 times a day until 8 months-1 year old, then 2 meals, and 1 meal as adults. Training begins the day a puppy comes home through commands like sit and come while being at their level, and they can start holding their bladder for hours as young as 2-3 months old with house training fastest using 1 designated bathroom area.
My grandfather was born in 1932 in Hanoi, Vietnam. He had 2-3 brothers and enjoyed playing as a young boy. In his 30s-40s, he fought in the military as a captain against Northern Vietnam. After several years, Northern Vietnam won the war. Now in his later years, my grandfather quit the military at age 62 and enjoys visiting family, going fishing, and resting when he feels like it.
The document discusses the technologies the author learned to use while constructing their magazine coursework. They learned to use features of Fronter like inserting links and images. In Photoshop, they got better at image manipulation tools and using layers. They also learned to use the software on the iMac computers for video editing. Working with the Nikon camera taught them different camera angles. Overall, the author feels they have greatly improved in using technologies like Fronter, Photoshop, and cameras through completing this coursework.
This document discusses managing organizational change and leading others through change. It covers:
1. The characteristics of an adaptive organization and prerequisites for successful change, such as developing a shared vision and communicating needs.
2. The different roles in a change process, including change sponsors, advocates, agents, and targets. Outside consultants can assist with assessments, training, and planning.
3. Leading others through change involves understanding what stage they are at - coming to grips, working through, or sustaining change - and addressing obstacles in mindset, motivation, and behaviors. Change should be implemented in steps over time.
This short document promotes creating presentations using Haiku Deck, a tool for making slideshows. It encourages the reader to get started making their own Haiku Deck presentation and sharing it on SlideShare. In just one sentence, it pitches the idea of using Haiku Deck to easily create engaging slideshows.
Oldstone & Green Market Intelligence Docs _2016Maxwell Ojelede
Oldstone & Green is a market intelligence consultancy founded in 2010 in Nigeria. They offer research services and business intelligence solutions to corporate clients in Nigeria. Their services include new product research, packaging research, surveys, focus groups, and market intelligence analysis. They have experience working with international clients in various industries such as FMCG, agriculture, and banking.
A Review of LGBTQ Adolescents Minorities Facing Positive and Negative Outcome...Taylor Hartman
This document summarizes research on the cognitive and social development of LGBTQ adolescents. It finds that LGBTQ youth face unique challenges including difficulty developing a sense of self-identity due to societal expectations. They also experience minority stress from discrimination, which can negatively impact their mental health and physical health through risky behaviors. Their cognitive development may also be impaired if they face harassment or do not have a supportive community. Overall, the document examines how societal and environmental factors can influence the developmental process of LGBTQ adolescents.
The document discusses proposed changes to Regulation S-X disclosure requirements for business acquisitions and investments. It suggests replacing the current significance tests with a revenue test and fair value investment test to improve reliability. It recommends limiting the scope of Rule 3-09 disclosures to equity method investments not carried at fair value, and allowing abbreviated interim disclosures without audited financial statements for immaterial investees. Overall, the proposed changes aim to increase the quality, usefulness and reliability of disclosures while reducing compliance costs.
Jeffrey C. Gusto is a Filipino computer engineer seeking a technical role. He graduated from Rizal Technological University in 2013 with a degree in computer engineering. He has worked as a technical support specialist in Dubai since 2013, where he assists users, performs hardware and software installations, and maintains servers and networks. He is proficient in various programming languages, operating systems, and software applications.
The document discusses issues with sewage treatment in Youngstown, Ohio that have led to environmental problems. It provides background on the history of sewage systems being built through local parks in 1919. Recent heavy rains in 2015 caused over 100,000 gallons of raw sewage to overflow into lakes, causing high E. coli levels and fish kills. Studies from 1999-2002 found the water quality in local rivers and lakes violated EPA standards due to overflows from sewage treatment plants. The city was under a federal consent decree from 2002 to address the problems, but was unable to afford the estimated $310 million in upgrades required. A new policy, the Clean Water Affordability Act, aims to make the upgrades more affordable for the city
This document provides instructions for making a fruit smoothie. It lists the necessary tools like a blender or masher, cups, fruit, sugar, lemon juice, and ice. The directions explain that you first cut up fruit, add it to a blender along with ice, and blend it. Then you pour the smoothie into a cup to enjoy the cold, fruity drink. Optional decorations like umbrellas or jeweled wine glasses are also mentioned. The author is a third grade student who chose this topic because she is knowledgeable about smoothies.
Offering of asset backed securities managing credit riskArthur Mboue
This document discusses managing credit risk in asset-backed securities. It defines key terms like lock out periods and describes risks like prepayment risk, extension risk, and costs. It also covers credit enhancement strategies used to manage risks like over-collateralization, credit ratings, and senior/subordinate structures. Finally, it discusses managing sovereign risk when securitizing foreign assets and the role of rating agencies and credit insurers in analyzing deals.
CBIZ Quarterly Manufacturing & Distribution “Hot Topics” Newsletter (Jan-Feb ...CBIZ, Inc.
This document summarizes key information about changes to lease accounting standards that will affect manufacturers in 2022. The Financial Accounting Standards Board updated lease accounting guidance in ASC Topic 842, which requires companies to record operating leases on their balance sheets. This will impact manufacturers that lease major assets like equipment. The summary discusses how the new standards classify leases and require companies to catalog leases, determine lease types, calculate lease assets and liabilities, and account for lease modifications. It also notes challenges for manufacturers around build-to-suit arrangements and embedded leases.
QTS Realty Trust held a second quarter 2020 earnings presentation. Some key points:
- They signed $21M in new and modified leases, with an average rent per square foot of $548, a 24% increase over the prior four quarters.
- Their booked-not-billed backlog reached a record $111M, providing visibility into future growth.
- Same space renewal rates increased 2.6% in Q2, in line with expectations of low to mid-single digit increases.
- Churn for Q2 was 0.5% and 1.1% year-to-date, leading them to lower full-year churn guidance to 3-5% from 3-6
This document provides an investor presentation for a company in August 2016. It begins with safe harbor statements noting that some statements in the presentation are forward-looking and subject to risks and uncertainties. It then discusses non-GAAP financial measures used by management to evaluate performance. The presentation provides an overview of the company as a global leader in designing, engineering and manufacturing critical modules for the semiconductor capital equipment industry. It highlights the company's capabilities, customers, markets served and financial performance.
- QTS Realty Trust reported financial results for the first quarter of 2021, with adjusted EBITDA of $82 million, operating FFO per share of $0.76, and revenue of $149 million.
- Leasing activity was strong in Q1, with $21 million in new and modified lease signings. Backlog of signed but not commenced leases was $81 million in annualized GAAP rent.
- Guidance for full year 2021 was reiterated, with revenue expected to be $606 million at the midpoint and adjusted EBITDA expected to be $336.5 million at the midpoint.
This document is about Aaron's mom. It provides biographical details about her, such as that she studied to be a vet in college, taught Aaron about animal anatomy, and was born in Bolivia. It also lists some of her favorites, including Jigglypuff from Pokemon, the ponyta, and Pikachu. Her favorite food is empanadas and her favorite number is 18 because that's how old she was when Aaron was born. The document concludes with a brief section about her jobs, including previously working at a restaurant in San Antonio and currently babysitting in Washington D.C.
This document advertises a confidence-building workshop and master class hosted by Angie Speller. The introductory workshop will help participants identify their fears and leave with 10 daily principles to increase confidence. The master class will help identify core values and add unique value to businesses through creative opportunities. Pricing is $65 for the introductory workshop and $250 for the master class, which provides individual attention. Angie Speller is a licensed mental health counselor who has experience in substance abuse, eating disorders, relationships and more. The workshop provides engaging material and interactions to build confidence.
This short document promotes creating presentations using Haiku Deck, a tool for making slideshows. It encourages the reader to get started making their own Haiku Deck presentation and sharing it on SlideShare. In just one sentence, it pitches the idea of using Haiku Deck to easily create engaging slideshow presentations.
Puppies are born blind and unable to walk, learning to do so between 2-5 weeks old. They need to eat 3 times a day until 8 months-1 year old, then 2 meals, and 1 meal as adults. Training begins the day a puppy comes home through commands like sit and come while being at their level, and they can start holding their bladder for hours as young as 2-3 months old with house training fastest using 1 designated bathroom area.
My grandfather was born in 1932 in Hanoi, Vietnam. He had 2-3 brothers and enjoyed playing as a young boy. In his 30s-40s, he fought in the military as a captain against Northern Vietnam. After several years, Northern Vietnam won the war. Now in his later years, my grandfather quit the military at age 62 and enjoys visiting family, going fishing, and resting when he feels like it.
The document discusses the technologies the author learned to use while constructing their magazine coursework. They learned to use features of Fronter like inserting links and images. In Photoshop, they got better at image manipulation tools and using layers. They also learned to use the software on the iMac computers for video editing. Working with the Nikon camera taught them different camera angles. Overall, the author feels they have greatly improved in using technologies like Fronter, Photoshop, and cameras through completing this coursework.
This document discusses managing organizational change and leading others through change. It covers:
1. The characteristics of an adaptive organization and prerequisites for successful change, such as developing a shared vision and communicating needs.
2. The different roles in a change process, including change sponsors, advocates, agents, and targets. Outside consultants can assist with assessments, training, and planning.
3. Leading others through change involves understanding what stage they are at - coming to grips, working through, or sustaining change - and addressing obstacles in mindset, motivation, and behaviors. Change should be implemented in steps over time.
This short document promotes creating presentations using Haiku Deck, a tool for making slideshows. It encourages the reader to get started making their own Haiku Deck presentation and sharing it on SlideShare. In just one sentence, it pitches the idea of using Haiku Deck to easily create engaging slideshows.
Oldstone & Green Market Intelligence Docs _2016Maxwell Ojelede
Oldstone & Green is a market intelligence consultancy founded in 2010 in Nigeria. They offer research services and business intelligence solutions to corporate clients in Nigeria. Their services include new product research, packaging research, surveys, focus groups, and market intelligence analysis. They have experience working with international clients in various industries such as FMCG, agriculture, and banking.
A Review of LGBTQ Adolescents Minorities Facing Positive and Negative Outcome...Taylor Hartman
This document summarizes research on the cognitive and social development of LGBTQ adolescents. It finds that LGBTQ youth face unique challenges including difficulty developing a sense of self-identity due to societal expectations. They also experience minority stress from discrimination, which can negatively impact their mental health and physical health through risky behaviors. Their cognitive development may also be impaired if they face harassment or do not have a supportive community. Overall, the document examines how societal and environmental factors can influence the developmental process of LGBTQ adolescents.
The document discusses proposed changes to Regulation S-X disclosure requirements for business acquisitions and investments. It suggests replacing the current significance tests with a revenue test and fair value investment test to improve reliability. It recommends limiting the scope of Rule 3-09 disclosures to equity method investments not carried at fair value, and allowing abbreviated interim disclosures without audited financial statements for immaterial investees. Overall, the proposed changes aim to increase the quality, usefulness and reliability of disclosures while reducing compliance costs.
Jeffrey C. Gusto is a Filipino computer engineer seeking a technical role. He graduated from Rizal Technological University in 2013 with a degree in computer engineering. He has worked as a technical support specialist in Dubai since 2013, where he assists users, performs hardware and software installations, and maintains servers and networks. He is proficient in various programming languages, operating systems, and software applications.
The document discusses issues with sewage treatment in Youngstown, Ohio that have led to environmental problems. It provides background on the history of sewage systems being built through local parks in 1919. Recent heavy rains in 2015 caused over 100,000 gallons of raw sewage to overflow into lakes, causing high E. coli levels and fish kills. Studies from 1999-2002 found the water quality in local rivers and lakes violated EPA standards due to overflows from sewage treatment plants. The city was under a federal consent decree from 2002 to address the problems, but was unable to afford the estimated $310 million in upgrades required. A new policy, the Clean Water Affordability Act, aims to make the upgrades more affordable for the city
This document provides instructions for making a fruit smoothie. It lists the necessary tools like a blender or masher, cups, fruit, sugar, lemon juice, and ice. The directions explain that you first cut up fruit, add it to a blender along with ice, and blend it. Then you pour the smoothie into a cup to enjoy the cold, fruity drink. Optional decorations like umbrellas or jeweled wine glasses are also mentioned. The author is a third grade student who chose this topic because she is knowledgeable about smoothies.
Offering of asset backed securities managing credit riskArthur Mboue
This document discusses managing credit risk in asset-backed securities. It defines key terms like lock out periods and describes risks like prepayment risk, extension risk, and costs. It also covers credit enhancement strategies used to manage risks like over-collateralization, credit ratings, and senior/subordinate structures. Finally, it discusses managing sovereign risk when securitizing foreign assets and the role of rating agencies and credit insurers in analyzing deals.
CBIZ Quarterly Manufacturing & Distribution “Hot Topics” Newsletter (Jan-Feb ...CBIZ, Inc.
This document summarizes key information about changes to lease accounting standards that will affect manufacturers in 2022. The Financial Accounting Standards Board updated lease accounting guidance in ASC Topic 842, which requires companies to record operating leases on their balance sheets. This will impact manufacturers that lease major assets like equipment. The summary discusses how the new standards classify leases and require companies to catalog leases, determine lease types, calculate lease assets and liabilities, and account for lease modifications. It also notes challenges for manufacturers around build-to-suit arrangements and embedded leases.
QTS Realty Trust held a second quarter 2020 earnings presentation. Some key points:
- They signed $21M in new and modified leases, with an average rent per square foot of $548, a 24% increase over the prior four quarters.
- Their booked-not-billed backlog reached a record $111M, providing visibility into future growth.
- Same space renewal rates increased 2.6% in Q2, in line with expectations of low to mid-single digit increases.
- Churn for Q2 was 0.5% and 1.1% year-to-date, leading them to lower full-year churn guidance to 3-5% from 3-6
This document provides an investor presentation for a company in August 2016. It begins with safe harbor statements noting that some statements in the presentation are forward-looking and subject to risks and uncertainties. It then discusses non-GAAP financial measures used by management to evaluate performance. The presentation provides an overview of the company as a global leader in designing, engineering and manufacturing critical modules for the semiconductor capital equipment industry. It highlights the company's capabilities, customers, markets served and financial performance.
- QTS Realty Trust reported financial results for the first quarter of 2021, with adjusted EBITDA of $82 million, operating FFO per share of $0.76, and revenue of $149 million.
- Leasing activity was strong in Q1, with $21 million in new and modified lease signings. Backlog of signed but not commenced leases was $81 million in annualized GAAP rent.
- Guidance for full year 2021 was reiterated, with revenue expected to be $606 million at the midpoint and adjusted EBITDA expected to be $336.5 million at the midpoint.
This presentation discusses Winnebago Industries' forward-looking statements and risk factors, non-GAAP financial measures, and products. It provides an overview of Winnebago Industries' leadership, strategic priorities, investment thesis, financial performance, and new product introductions across its motorhome, towable, and specialty vehicle segments.
Covid 19 impact on financial reportingCADhruvAnand
The document discusses the potential impacts of the COVID-19 pandemic on company financial reporting. Key impacts include assessing going concern assumptions, revising estimates and forecasts used for impairment testing and other accounting, adjusting revenue recognition and receivables estimates, and evaluating fair value measurements and internal controls. Companies must also consider expanded risk disclosures and the challenges of completing audits due to travel restrictions and economic uncertainty caused by the pandemic.
This document is Paychex, Inc.'s annual report on Form 10-K for the fiscal year ended May 31, 2023 filed with the Securities and Exchange Commission. It provides information on Paychex's business, risk factors, legal proceedings, operating segments, financial statements, and other required disclosures. Specifically, the report indicates that Paychex is a Delaware corporation providing integrated human capital management solutions primarily for small- and medium-sized businesses. It operates in two reportable segments: management solutions and professional employer organization.
McGladrey whitepaper - Revenue recognition, A whole new world - June 2014Brian Marshall
The document summarizes new accounting standards for revenue recognition issued by the FASB and IASB. Some key points:
- The new guidance replaces nearly all existing revenue recognition standards and eliminates many industry-specific standards.
- It introduces a principles-based five-step model for recognizing revenue that focuses on transfer of control of goods/services.
- Implementation will require significant changes to revenue recognition policies for many entities and industries. Areas like variable consideration, contract costs, licenses, and contracts with multiple elements will see changes.
- The standards take effect in 2017 for public entities and 2018 for other entities. Early analysis is recommended given potential impact.
Uct investor presentation october 2016Ultracleanir
The document provides an investor presentation for a company in the semiconductor capital equipment industry. Some key points:
- Revenue in Q3 2016 was $146M, up 12.6% from the previous quarter, with GAAP EPS of $0.08 and non-GAAP EPS of $0.17.
- Spending on semiconductor wafer equipment is expected to continue recovering as chipmakers invest in new nodes.
- The company provides design, engineering, manufacturing and turnkey solutions across the semiconductor manufacturing process.
- It aims to outperform industry growth through strategic investments and delivering value to customers.
This document provides QTS Realty Trust's third quarter 2020 earnings presentation. Some key highlights include:
- Revenue increased to $137.5 million in Q3 2020, up from $125.3 million in Q3 2019. Adjusted EBITDA increased to $76 million from $63 million.
- They signed new and modified leases totaling $26 million in incremental annualized rent.
- QTS completed a $500 million senior unsecured notes offering and a $250 million term loan to improve its credit profile and liquidity.
- Full year 2020 guidance was updated, including adjusted EBITDA between $305-$315 million and capital expenditures of $700-$800 million.
3 Things Manufacturers Need to Know About Their Accounting for LeasesCBIZ, Inc.
The document discusses the changes to lease accounting guidance under ASC 842 that will require many private manufacturers to record operating leases on their balance sheets starting in 2022. Key points include: ASC 842 introduces more transparency around lease accounting and classification of leases as either finance or operating leases; manufacturers will need to catalog all leases and may need to record lease assets and liabilities on their balance sheets for the first time; and certain lease types like build-to-suit arrangements may require special consideration under the new standard. Careful planning will be needed for manufacturers to understand how ASC 842 affects their financial reporting.
The document discusses amendments to accounting standards related to the costs of films and license agreements for program materials. The amendments align the accounting for production costs of episodic television series with films by removing the content distinction for capitalization. They also require impairment testing of films and license agreements at the film group level when content is predominantly monetized together. The amendments improve financial reporting by providing more relevant information to users.
Basics of Income Computation & Disclosure Standards Naman Shrimal
The document provides an overview of upcoming Income Computation and Disclosure Standards (ICDS) and their implications. Some key points:
1. ICDS will come into effect from FY 2016-17 and replace the existing tax accounting standards. ICDS cover various topics like valuation of inventories, construction contracts, revenue recognition, etc.
2. ICDS are applicable to all assessees except individuals and HUFs not required to get tax audit. They are meant for computation of income under specific heads and not for MAT/book purposes.
3. There are differences between ICDS and existing Accounting Standards on certain concepts like prudence, changes in accounting policies, etc. which could lead
The SEC staff provided guidance on key topics discussed at a recent SEC conference:
1) The SEC expects registrants' disclosures to evolve over time to reflect new accounting standards and emerging risks like Brexit and the LIBOR transition.
2) On revenue recognition, the SEC commented on significant judgment areas in ASC 606 and encouraged continued improvement of disclosures.
3) The SEC will seek input on reducing quarterly reporting burdens while maintaining investor protections.
CBIZ Quarterly Commercial Real Estate "Hot Topics" Newsletter (Jan-Feb 2022)CBIZ, Inc.
The January 2022 issue of CBIZ’s Commercial Real Estate Quarterly Hot Topics Newsletter is now available! Learn about the impact of changes lease accounting, post-pandemic calculation companies are using to reassess office space needs, tax planning knowns and unknowns and the impact of rising construction costs on insurance costs. Plus – access strategies to combat the great resignation and safeguard against the unexpected.
The document summarizes key changes related to the extension of transfer pricing provisions to specified domestic transactions (SDTs) in India. Key points include:
1) SDTs now covered under domestic transfer pricing (DTP) include expenditures under section 40A(2), transactions between tax holiday undertakings and other entities, and notified transactions over INR 5 crore.
2) Challenges for taxpayers include onerous documentation requirements and applying provisions to tax holiday undertakings. Benchmarking director payments also goes beyond the arm's length principle.
3) Compliance for the first year is due by November 30, 2013. The publication aims to provide an overview of DTP provisions, compliance requirements, and
What every tech company needs to know to prepare for the new revenue accounting standards. The new revenue recognition standard ASC 606 represents the most widespread change to revenue recognition rules in recent years. The transition from a rules-based approach for rev rec to a principle-based approach has significant implications for the entire organization. Software and other high tech companies must ready themselves for numerous impacts across systems, processes and policies as they work toward compliance.
Taxmann's E-book |COVID-19 & Impact on Financial ReportingTaxmann
Contents Covered in this E-Book
• Non-performance of contractual obligations
• Travel and tourism industry is being hit hard
• Mitigating Factors
• Auditor’s responsibility
• Inventory physical verification
• Going concern assumption
• Other considerations
• Conclusion
QTS Realty Trust presented its fourth quarter and full year 2020 earnings results. Key highlights included:
- Signed leasing activity in Q4 2020 was the highest on record for QTS and 40% higher than the prior year annual level.
- Full year 2020 revenue increased 12% year-over-year to $539 million.
- Adjusted EBITDA for 2020 was $299 million, an increase of 12% compared to 2019.
- 2021 guidance projects revenue growth of 12% and adjusted EBITDA growth also of 12% compared to 2020.
QTS' results demonstrated strong leasing momentum with record backlog entering 2021 to support continued growth.
UNDERSTANDING EFFECT OF PAST MONETARY POLICIES 2.docxArthur Mboue
The document summarizes monetary policies and economic conditions in the United States from 1994 to 2003. Key details include the Federal Reserve's adjustments to interest rates and reserve requirements over time in response to changes in GDP growth, unemployment, inflation and other economic indicators. The US economy experienced periods of growth as well as recession and recovery over this time frame.
Chronology of market and monetary policyArthur Mboue
1. This document provides a chronological overview of major events impacting the US market and monetary policy from the colonial era through 2000, including the establishment of early stock exchanges, passage of key legislation, and admissions of states to the union.
2. It describes the founding of important early American financial institutions like the First Bank of the United States in 1791 and the New York Stock Exchange in 1792.
3. The document also summarizes landmark laws passed by Congress in the 1790s that established the US Treasury Department, authorized the minting of coins, and imposed the first internal revenue tax on distilled spirits.
This document summarizes the banking laws and systems of various US states during the Free Banking Era from 1837 to 1863. It provides details on the capital requirements, eligible bonds, note security requirements, liability structures, and dissolution procedures for each state that had free banking systems and allowed for privately-issued bank notes. The majority of states required bonds as note security, capitalization over $50,000, specie reserves for notes in circulation, and gave noteholders preference over other creditors in dissolution proceedings. A few states had no free banking system or privately-issued notes. In total, over 400 free banks operated across these states during this period.
SEC Performance and Accountability FY 2017 for Executives and BoDArthur Mboue
The SEC met or exceeded most of its performance targets for FY2017. Key highlights include:
- The SEC completed reviews, examinations, and enforcement actions on schedule or ahead of most targets.
- Outreach and education efforts significantly surpassed targets, with high customer satisfaction.
- Training attendance and staff retention exceeded expectations.
- The SEC collaborated effectively with domestic and international regulators on enforcement and compliance.
This document discusses President Trump's position on reforms to the leadership and operations of the World Bank Group. It analyzes Trump's views on issues like appointing leaders with financial expertise, reducing the US contribution to replenishments, graduation of borrowing countries, China's influence, and increasing transparency and anti-corruption measures. The document suggests the World Bank focus each division on its own mission and sources of funding. It argues the US should market any decisions against countries sponsoring terrorism to the UN. Overall, the document calls for World Bank reforms but recognizes the political challenges involved in implementing changes.
Road followed by information while dealing with secArthur Mboue
1. The document outlines the process that companies and executives may follow when misreporting financial information to regulators and investors. It involves several phases from initially considering misreporting options, to creating and disclosing manipulated data, to potential investigations and negotiations with regulators.
2. If regulators discover issues, companies can negotiate agreements like NPAs or DPAs to avoid charges if they cooperate and improve compliance. However, failure to comply with such agreements can result in voiding the agreement and criminal charges and trials being pursued.
3. The process is described as taking many steps over long periods of time, involving strategic decisions by company staff and negotiations with regulatory staff, to maximize benefits of misreporting while minimizing risks of being caught and facing
CCAR and DFAST are annual stress tests that financial institutions must conduct to assess whether they would remain well capitalized during economic downturns. CCAR applies to banks with over $50B in assets, while DFAST applies to banks between $10-50B. Both tests involve multiple economic scenarios developed by the Federal Reserve and require companies to submit capital plans and projections to regulators. The tests aim to ensure banks maintain sufficient capital buffers to continue operations during a crisis and promote financial stability.
Sec edgar research study comprehensive approach 2Arthur Mboue
The document describes various types of corporate filings submitted to the SEC, including registration statements under the 1933 Act like Forms S-1, S-2, S-3, and S-3 ASR. It notes that these filings provide information to help investors make investment and voting decisions. However, it also cautions that some forms like S-3 ASR may be less reliable due to a lack of SEC review and ability to omit certain disclosures. Overall the document aims to help users understand SEC filing requirements and limitations of different forms for investment analysis.
Big trailer dealing with the sec staffArthur Mboue
The document provides an overview of securities regulation and the SEC's role in regulating markets and enforcing disclosure requirements. It summarizes the SEC's mission to protect investors, maintain fair markets, and facilitate capital formation. It also outlines the SEC's organizational structure and divisions. Additionally, it reviews key events that led to the establishment of the SEC like the 1929 stock market crash and outlines major securities laws and acts passed over time like the Securities Act of 1933 and Securities Exchange Act of 1934.
Summary of Dealing Effectively with the SEC StaffArthur Mboue
Arthur Mboue's document summarizes the process of dealing effectively with the Securities and Exchange Commission (SEC) staff. It outlines the various SEC divisions and typical timelines, including an average of 29 days for the SEC to issue its first comment on filings and 41 days to complete the comment process. It also describes potential post-filing outcomes like investigations, trials, and agreements like Non-Prosecution Agreements and Deferred Prosecution Agreements to settle charges.
This document lists over 100 published research articles, unpublished working papers, teaching materials, short films, songs, and a book that the author has written on topics related to governance, regulation, and operations of the World Bank, SEC, and other financial institutions. It also references unpublished teaching slides, lyrical works, and articles about preserving historic homes and reflecting on difficult personal experiences. Overall, the document outlines the extensive publications and creative works produced by the author on financial, legal and public policy issues.
The document discusses funding sources for the World Bank Group, which includes the World Bank, International Bank for Reconstruction and Development (IBRD), International Development Association (IDA), International Finance Corporation (IFC), and Multilateral Investment Guarantee Agency (MIGA). It outlines that in 2016, the World Bank Group committed $64 billion in loans, credits, and grants from various funding sources. These include equity contributions and donations from member countries, retained earnings, borrowing from capital markets and between divisions, and unpaid capital subscriptions. The document provides details on funding sources and amounts for each division in 2016, including the large unpaid capital subscriptions that members like the US provide as contingent funding in case of crisis.
The world bank governance at its crossroadsArthur Mboue
This document outlines the voting requirements for various decisions and amendments at the four major institutions of the World Bank Group: the International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC), International Development Association (IDA), and Multilateral Investment Guarantee Agency (MIGA). It details what percentage of votes or governors is needed for decisions such as capital increases, election of the president, termination of operations, amendments to charters or bylaws, and more. Key requirements include supermajorities like 3/4 or 4/5 of total voting power for certain important decisions, and weighted majorities like 3/5 of members with 85% of votes for charter amendments.
Laws related to voice reform at the world bank groupArthur Mboue
1. The document discusses reforms to voting rights and power at the World Bank Group. It outlines changes in the percentage of voting power held by developed and developing countries for various divisions of the World Bank like IBRD, IDA, IFC, and MIGA.
2. Trends in the top eight shareholder countries' voting power from 2009-2016 are shown. The US and China have seen increases while European countries have experienced decreases.
3. The reforms and changes in voting power allocation aim to address complaints from World Bank employees and member countries about the President's management style and lack of representation in decision making.
International financial institutes in crisisArthur Mboue
- Jim Kim was reappointed for another term as World Bank Group President despite calls from employees to fire him for his management style, including firing talented employees and intimidating staff.
- Dominique Strauss-Kahn resigned as IMF Managing Director in 2011 after being arrested for sexual assault. There are questions about whether he favored countries with legalized sex work in loan approvals.
- Christine Lagarde was found guilty of negligence by a French court for improperly handling an arbitration case while serving as French Finance Minister, raising integrity questions about favoring political friends over her actual employers.
The document compares the by-laws of four World Bank Group subsidiaries - IBRD, IDA, IFC, and MIGA - across 22 provisions. For many provisions, the by-laws of the other subsidiaries state that the by-laws of IBRD should apply mutatis mutandis (with necessary changes). Key areas addressed include the place of business, meetings of the Board of Directors, selection of chairmen, voting procedures, terms of service, delegation of authority, and amendments to the by-laws. The by-laws differ more for the IFC in some provisions such as selection of chairmen, terms of service for directors, and application for membership.
World bank group governance is here to stayArthur Mboue
1. The World Bank group governance structure was adapted from corporate governance models to suit the "social bank" context. This structure guides policy decisions for the World Bank group leadership and its various institutions.
2. The board of governors acts ceremonially and delegates authority to the board of executive directors for day-to-day supervision. The executive directors represent member countries, either individually or in constituencies of multiple countries.
3. Voting power disparities between countries led to the constituency system to reduce differences, but questions remain about incentives for executive directors to represent all countries in their constituencies equally versus their own. Consensus decision-making further shifts control away from votes.
This document contains comments on proposed changes to SEC regulations regarding financial statement disclosures required for business acquisitions and other transactions. It discusses proposed modifications to significance tests used to determine disclosure requirements for acquired businesses, equity method investments, and collateralized securities. The commenter recommends replacing existing tests with simpler tests based on revenue and fair value to improve the reliability and understandability of disclosures for average investors. The commenter also provides feedback on changing requirements for pro forma financial statements, consolidated financial statements of guarantors, and scaled disclosures for smaller reporting companies.
This document contains comments on proposed regulations regarding business and financial disclosures. It discusses several key points:
1) Sunset provisions should be included to evaluate new disclosure requirements based on complexity and impact. A staff review would help ensure changes are implementable without undue delay.
2) Disclosure thresholds may need updating as some are outdated. Materiality definitions do not require changes.
3) Principles-based and prescriptive approaches both have advantages and disadvantages for registrants and investors. Balancing the two could help preserve benefits while addressing concerns.
The Future of Criminal Defense Lawyer in India.pdfveteranlegal
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The Work Permit for Self-Employed Persons in Italy
Concept release commentvi
1. CONCEPTRELEASE: BUSINESSAND FINANCIALDISCLOSUREREQUIREDBY REGULATION
Request
comment
number
Personal comments
205 No,all registrationsshoulddiscloseunderRegS-K,S-X,S-Ttoenforce uniformityincompliancetherefore
comparability
206 It dependsonindustry,some registrantsfindthe industryGuidesuseful bypreparingdisclosureforperiodic
reports
207 The challengesof providingindustryGuidesdisclosureare the lackof uniformityincompliance and
comparabilityacrossanindustry
208 I do notthinkcodificationwillsolvethe problem. If codificationcanbringconsistencytoindustryguides.
That meansaddingquality andmakingthemcompete againstRegS-K,S-X…,Itwill have alotof challenges
overcomingobsolete
209 All industryguidesshouldbe updated. Otherindustryguidesshouldbe developedlike healthcare services,
entertainment-casinos-hospitality,entertainment-films,entertainment-music(media,broadcasting),defense
contractors,Airline,Research&Development,Financial institutions,regulatedindustries( electricity,
water,…). All of themwill benefitfromsuchguidance. Thatmeansindustryspecificdisclosure underRegS-X
will be betterforall of themif SEC can developthem
210 It shouldbe expensivetodisclose underindustryguidesbecauseitcancon conflictwithRegS-Kand create
disagreementininterpretation. A new guidance maybe neededbecause itwillrestore uniformityin
compliance andcomparabilityacrossanindustrytherefore lessconfusion
211 I can work withoutindustryguidesaslongasI can assessSECcommentletters,CDI,NOL,waivers,… Ican
developanypolicy becauseIhave a lotof data guidingmywork
212 It doescreate a lot of confusion. Asa policy staff,itdoesundermine the commissionrules. Thatsaid,if
there isa conflict
213 It will be more useful toconsolidate all industryspecializeddisclosureslocatedelsewhere to RegS-Kif they
do notconflictwithRegS-Kthat meanstheywill addqualityandattractivenesstoRegS-Krequirements.
Theycan be identifiedbasedontheirnames. Itispossible thatCDIor SABhave addressedthese issues
before handintheirQ and A
214 Industryspecificdisclosure requirements shouldapplytoeveryregistrantinaparticularindustrybutwe can
alsoadd some quantitative andqualitative thresholdstodistinguishthem
215 Sophisticatedinvestorsare more likelytovalue industryguidesdisclosure
216 There are specificsustainabilityandpublicpolicyissues importanttoinformedvotingandinvestment
decisionincludingclimate changes,environmentissues,all sustainabilityreport,corporate campaign
contribution,carbonemission,waterscarcity,humrightsandmore. If the real issue isto add qualityand
attractivenesstothe informationinordertohelpinvestorsthe reportandrelyonit forinvestmentand
votingdecision,we shouldnotworryaboutchanging2010 interpretative guidance because the only
informationimprovingthe understandingof the disclosure isenvironmentalcosts(litigationawards,
penalties,fines, remediation,…)
217 Tough sustainabilityrequirementsline item (customerhealthandwell-being,pollutionof air,market
pressure,communityhealthandwell-beingandmore) canleadto informationoverloadandexpensivecosts
of the reportfor fearfor prosecution,penaltiesandreputational costs. Thiskindof disclosure will
camouflage material information. Investorswouldhave hardtime readingthe whole reportand
understandingwhatismaterial inthatdisclosure
218 The sustainabilityreportoncitizenshipwebpage orthe like istoovoluminous,itreportsfromacquisitionof
greenvehiclestoinstallationof greenbathroom. ItismostlyforPR to the greenactivists,keepingthem from
2. joiningthe streetswithhedgefundscrowds. Integratedreportwilladdquality,consistencyand
comparabilitybutwill reducethe amountof informationtobe providedtothe investingpublic.
219 I do notunderstand whythe SEC will addline- itemrequirements. IbelieveSECshould reviewthe
sustainabilityframeworkandfix itwithoutline-itemrequirements
220 I do notbelieve thereare sustainabilityissuesforwhichline itemdisclosuresrequirementswouldbe
consistentwiththe rule
221 The challenge isalack of data as new projectitwill require anew budgetwithnodirectimpactonthe
companybottomline improvement. Theyincrease regulatoryburden,theyincrease operatingcosts, they
can reduce focuson importantlongtermstrategyforthe companyand68% companiesbelievethat
sustainabilityrelatedactionsanddecisionsdonotaddprofitto theirbottomline. But at the same time,they
can provide incentive toinnovate andpayattention toveryimportantsocial,environmentandeconomic
issues.
222 I believethere is noneedforline itemdisclosure requirementsif youinsist,some companieswilldeserve
some waivers,andscaleddisclosure requirements
223 Expertsinthisfieldare toodifficulttosatisfy. There isnothingwrongtothe 2/2/2010 US SEC commission
interpretative guidance. Itis a goodreference. WhatSEC can do isto revise itandadd some quantitative
and qualitativethresholdsformateriality. Ibelieve itwasnotdiscussedproperly.
224 SEC shouldeliminate andmodifysome exhibitsrequirementsinitem601, exhibit3(a) Article of
Incorporation,itison line andshouldbe requiredtobe online unlessanymaterial changestoit,exhibit3(b),
exhibit14,exhibit95can be providedonForm10-K and hyperlinkonForm10-Q unlessthere isanymaterial
changesto it. Lettake the riskto eliminateexhibit100
225 Exhibit3(a) Article of Incorporationshouldbe requiredonlinepostingandexhibit95 can be providedon
Form 10-K and hyperlinkonForm10-Q unlessthere isanymaterial changesto it
226 There isno problemonthe usefulnessof these exhibits. Theycanbe foundeasilyatthe endof the report
227 Sophisticatedinvestorsare likelytovalue mostof these exhibits
228 It isexpensive becausewe have alotof documentstoprovide here,extensive businessrelatedlanguage,…
229 We shouldcontinue toallowregistrantstoomitschedulesandattachmentforexhibitsfiledunderitem601
(b)(2). Itshouldbe some quantitative thresholdsappliedtothisomissionandexemption
230 Immaterial schedulesare uselessandawaste of time inany reports. SEC shoulddevelopguidelineswith
quantitative thresholdsandqualitative factorsonhow registrantscouldevaluate materiallypurposes
includingschedulesandattachments. The benefitisthatitwill reduce immaterial schedules. The challenge
isto designreliableguidance. SECshouldrequire registrantstodisclose how theyassessedmateriallyfor
purposesof omissionof schedulesandattachments
231 SEC shouldrequire registrantstoinclude withsuchexhibitsalistbrieflyidentifyingthe contentsof all
omittedschedules
232 Requestingaconfidential treatmentisalongprocess,itiswhyI believe thatitmakessense. SECcan allow
registrantstoomitpersonallyidentifiableinformation(PII) withoutmakinganyformal requestfor
confidentialtreatmentSECshouldlimitthisaccommodationtoinformationcontainedinschedulesand
attachmentstoexhibits.
233 We shouldrevise item601(a)(4) toexclude immaterial amendments. SECshoulddevelopguidelinesrelated
to materialityregardingamendmenttobe requiredto.
234 SEC shouldrequire registrantstoidentifychangesinthe amendedand restatedcontractssuchasby
underliningorhighlightingthe changes. Thisrequirementisnotdifficulttocomplywith.
235 No,there isnothingwrongwithinstruction1
236 Yes,instruction1 isa true guideline forall filingstodeal with materiality. SECdoesnotneedtoexpand
clauses(A) and(B) of instruction1.
237 No we cannoteliminate thislimitation‘anyincomplete exhibitmaynotbe incorporatedbyreference inany
3. subsequentfiling’
238 SEC can revise item601(b)(10(ii) toinclude quantitativethresholdsorissue aCDI. It will helptodiscourage
immaterial contractfiling. Thatsaid,the informationwillbecome more usefultothe investors
239 SEC can issue a CDI to define the typesof contractsnotmade inthe ordinarycourse of businessthat
registrantsare requiredtofile asexhibits
240 These contractsare important to investorsbecause theyhelpinvestorsunderstandthe resultsof operations
includingpastorfuture,IBNR,ARor/and cash flow. No,SECshouldnotlimitsubparagraph(ii) tonewly
reportingregistrants. No, SECshouldnoteliminate subparagraph(ii) andrequireregistrantstofileonly
material contracts that are to be performedinwhole orinpartor afterthe filingof the report. Aslongas the
contracts remainmaterial toinforminvestorsaboutthe registrants’resultsof operationsandfinancial
conditions,itmustbe filedwiththatexhibit. Underincurredbutnotreported,the contract remainmaterial
informationforthe registrant’sinvestors
241 Yes,SEC shouldexpandthe typesof contractunderitem601(b)(10)(ii)
242 SEC can revise item601(b)(10)(ii)toinclude categoriesof contracts. SECcan use relevanttime frame (about
a fiscal year),percentage thresholdand topmanagement/directorsinvolvement. The benefitis thatitwill
focuson material contractand the challenge istoproperlycomplywiththe rule
243 The informationoncontract filedunderitem601(b)(10)(ii)isveryimportanttothe investingpublic. It
dependstothe materialityof the differenttypesof contract
244 Immaterial inamountisverynecessarystandardbywhichtodetermine whenacontractneedstobe filed.
Registrantsmusttestthisstandardfor inclusionor exclusion. Inmyview,if acontract ismaterial inamount,
it issignificant. Itwill make sensetorevise item601(b)(10)(ii) toexcludeonly contractsthatare immaterial
to amountand significance. Yes,itwill facilitate compliance if SECcan revise item601(b)(10)(ii) to state in
the affirmative thatregistrantsmustfileall material contractsmade inthe ordinarycourse of businessthat
fall withinone ormore categorieslistedbelow…
245 Yes,it justmeansthat relatedpartyinvolvedandthe amountisover$120,000, the contract mustbe filed
because thisinformationisuseful toinvestors. Itwill make sensetorevise item601(b)(10(ii) toinclude
relatedpartytransactionunderitem404(a). The benefitisthatitwill limitkickback. Challenge isthatitfails
to addressthe aggregatednature of these contracts,all of themcan come fromseveral relatedparties
246 SEC can attemptto consolidate item601(b)(10(i) and601(b)(10(ii) torequire all contractsthatare material
to an understandingof the registrantfinancial condition andresultsof operationstobe filed. All the
contracts will be capturedwiththisrequirement. Thisinformation doesenhance investors understandingof
the registrantfinancial conditionandresultsof operations. The challenge is thatsophisticatedinvestorswill
start micromanage the company. The benefitisthatitdoesprovide clarityandconsistencytothe registrants
intheirefforttocomplywhile beingtransparencytoinvestors
247 SEC shouldconsolidateall qualitativeand quantitative thresholdsfordeterminingwhencontractsidentified
initem601(b)(10)(ii) andadoptit
248 SEC can revise item601(b)(10)(ii)(B) todefine‘substantial dependence’. SECshouldlookat‘relatedparties’
and ‘contingency’inordertodefine ‘substantial dependence’.
249 Quantitative thresholdswillbe basedonthe size of the registrantmarketcapitalizationortotal assets.
Quantitative thresholdswillbringconsistencyandclaritytothe disclosure while reducingimmaterial
disclosure. Itwill be goodtotie quantitative thresholdstomarketcapitalizationortotal assets
250 It will addclarityto the registrantefforttocomplyif SECdefines‘dependsto a material extent’. Itisnot
necessarytomake distinctionbetweenfranchise,licenseagreementsandthe like.
251 I preferwhenquantitative thresholdsare basedon total assetsinsteadof fixedassets(see Dot.com),that
meansrevisingitem601(b)(10)(ii)(C) tofix itto10% of total assetsthresholds. Iwouldnoteliminatea
prescriptive thresholdforprinciplebasedrequirements.
252 Item601(b)((10)(ii)(C) shouldnolongerfocusonfixedassets. SECshouldexpandthisitemtoincludeIP
4. (intellectualproperty),patentlicenses,…Yes,alittle ‘clind’oeil’toitem2.01of form8-K will be appropriated
because 10% of total assetsmakessense.
253 The informationprovidesbyregistrantintheirauditor’spreferabilityletterismeaningless. If SECcould
developsome kindsof quantitative andqualitativethresholdstriggeringanychangesitwouldhave been
helpful
254 There isno particularlanguage addingclarity,consistencyandqualitytothe preferabilityletter. Rarely,
there isany real reasonfor changesotherthanto improve the registrant’sbottomline. Itdoesnotdepend
on the nature of the change
255 SEC shouldrevise item601(b)(18). The same auditorcan onlyissue anunqualifiedopiniontothe disclosure
while readinghis preferabilityletter. The eliminationof thisexhibitwill create alotof changeswithout any
suspicionof fraudfromthe investingpublic
256 It isnot appropriate tomake any indicationbutthe investingpublic(sophisticatedinvestors) will suspect
these changesincludingtheirtimingandthe improvementtheybringtothe bottomline,leverage,rating,…
257 SEC shouldrevise item601(b)(21) torequire registrantstodiscloseall subsidiaries. The benefitisthatitwill
keepthe registrantfromhidingsome small subsidiarieswithhighaggregatedvalue
258 No,SEC shouldnotexpand the exhibitrequirementtoinclude additional disclosureaboutthe registrant’s
subsidiaries
259 Yes,SEC shouldrequire registrantstoinclude anorganizationchartor corporate structure chart or similar
graphicdepictingtheirsubsidiariesandtheirbasisof control. Thischartcan helpinvestorsunderstand
where the registrantresultof operationsandfinancial conditionsare comingfrom. SEC shouldrequire an
organizational chartas exhibitof the annual report. There isno challenge todesignthischart
260 Thisdefinitionof ‘significantsubsidiaries’excludes‘insignificantsubsidiaries’. Thisdisclosure shouldnot
exclude anysubsidiaryatall
261 SEC shouldrequire registrantstodisclose theirLEIand the LEI of theirsubsidiariesonthe listof subsidiaries
filedunderitem601(b)(21). The benefitisthatinvestorswillknow the existence of the reference code to
uniquelyidentifyalegallydistinctentitythatengagesinafinancial transaction. Asyouknowthe commission
prescribesdisclosure of anobligorLEIwithrespectto a ratingactioninvolvingacreditratingof an obligoras
an entitysoit doeshave effect. Asof December2015, the cost of obtaininganLEI fromGlobal Masters
EntityIdentifier(GMET) utilityinthe USwas $200 plusa $19 perrecord surcharge for the LEI Central
OperatingUnit.
262 At thistime,Ido not see anyreasonto require LEI,maybe financial servicesregistrantsmayneeditbutSEC
needstoperform more researchonthisutilizationbefore makingadefinitivedecisiononthe LEI
requirement
263 SEC shouldmake a goodresearchstudybefore torequire ittolarge acceleratedfilersorwell-known
seasonedissuers(WKSI)